<PAGE> 1

                                    FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

(Mark One)

  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
                                        
                  For the Quarterly Period Ended March 31, 1994
                                        
                                       or
                                        
  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

           For the transition period from ------------ to ------------
                                        
                                        
                                 USX CORPORATION
- - --------------------------------------------------------------------------------
                                      ----
             (Exact name of registrant as specified in its charter)


           Delaware                  1-5153                 25-0996816
       ---------------            ------------         -------------------
       (State or other            (Commission             (IRS Employer
       jurisdiction of            File Number)         Identification No.)
        incorporation)

600 Grant Street, Pittsburgh, PA                            15219-4776
- - ---------------------------------------                     ----------
(Address of principal executive offices)                    (Zip Code)

                                 (412) 433-1121
                         ------------------------------
                         (Registrant's telephone number,
                              including area code)


- - --------------------------------------------------------------------------------
- - ----

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes..X..No.....

Common stock outstanding at April 30, 1994 follows:

               USX-Marathon Group       -    286,581,527    shares
               USX-U. S. Steel Group    -     75,459,155    shares
               USX-Delhi Group          -      9,415,179    shares


<PAGE> 2

                                 USX CORPORATION
                                  SEC FORM 10-Q
                          QUARTER ENDED MARCH 31, 1994
                          ----------------------------

                                     INDEX                        Page
                                     -----                        ----

PART I - FINANCIAL INFORMATION

   A.  Consolidated Corporation


       Item 1. Financial Statements:

               Consolidated Statement of Operations                  4

               Consolidated Balance Sheet                            6

               Consolidated Statement of Cash Flows                  8

               Selected Notes to Consolidated
                 Financial Statements                                9

               Ratio of Earnings to Combined Fixed Charges
                 and Preferred Stock Dividends and Ratio of
                 Earnings to Fixed Charges                          14


       Item 2. Management's Discussion and Analysis of
                 Financial Condition and Results of
                 Operations                                         15

               Financial Statistics                                 19

   B.  Marathon Group


       Item 1. Financial Statements:

               Marathon Group Statement of Operations               20

               Marathon Group Balance Sheet                         22

               Marathon Group Statement of Cash Flows               23

               Selected Notes to Financial Statements               24


       Item 2. Marathon Group Management's Discussion and
                 Analysis of Financial Condition and
                 Results of Operations                              28

               Supplemental Statistics                              32

<PAGE> 3

                                 USX CORPORATION
                                  SEC FORM 10-Q
                          QUARTER ENDED MARCH 31, 1994
                          ----------------------------

                                     INDEX                        Page
                                     -----                        ----

PART I - FINANCIAL INFORMATION (Continued)

   C.  U. S. Steel Group


       Item 1. Financial Statements:

               U. S. Steel Group Statement of Operations            33

               U. S. Steel Group Balance Sheet                      35

               U. S. Steel Group Statement of Cash Flows            36

               Selected Notes to Financial Statements               37


       Item 2. U. S. Steel Group Management's Discussion
                 and Analysis of Financial Condition
                 and Results of Operations                          42

               Supplemental Statistics                              46

   D.  Delhi Group


       Item 1. Financial Statements:

               Delhi Group Statement of Operations                  47

               Delhi Group Balance Sheet                            48

               Delhi Group Statement of Cash Flows                  49

               Selected Notes to Financial Statements               50


       Item 2. Delhi Group Management's Discussion and
                 Analysis of Financial Condition
                 and Results of Operations                          53

               Supplemental Statistics                              57


PART II - OTHER INFORMATION


       Item 1. Legal Proceedings                                    58


       Item 5. Other Information                                    59


       Item 6. Exhibits and Reports on Form 8-K                     60

<PAGE> 4


Part I - Financial Information

   A.  Consolidated Corporation

<TABLE>
                    USX CORPORATION AND SUBSIDIARY COMPANIES
                CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
                ------------------------------------------------
<CAPTION>
                                                      First Quarter Ended
                                                            March 31
(Dollars in millions, except per share amounts)        1994        1993*
- - --------------------------------------------------------------------------------
- - ---
<S>                                                  <C>           <C>
SALES                                                 $4,273        $4,280

OPERATING COSTS:
  Cost of sales (excludes items shown below)           3,194         3,251
  Inventory market valuation credits                    (128)          (23)
  Selling, general and administrative expenses            55            56
  Depreciation, depletion and amortization               258           261
  Taxes other than income taxes                          657           549
  Exploration expenses                                    33            28
                                                     -------       -------
     Total operating costs                             4,069         4,122
                                                     -------       -------

OPERATING INCOME                                         204           158

Other income                                              28            37
Interest and other financial income                        9             6
Interest and other financial costs                      (117)         (118)
                                                     -------       -------

TOTAL INCOME BEFORE INCOME TAXES AND CUMULATIVE
 EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES              124            83

Less provision for estimated income taxes                 49            36
                                                     -------       -------

TOTAL INCOME BEFORE CUMULATIVE EFFECT OF CHANGES
 IN ACCOUNTING PRINCIPLES                                 75            47

Cumulative effect of changes in accounting principles      -           (92)
                                                     -------       -------

NET INCOME (LOSS)                                         75           (45)

Dividends on preferred stock                              (7)           (4)
                                                     -------       -------

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKS            $68          $(49)
                                                     =======       =======






<FN>
*Restated as a result of the adoption of two new accounting standards.
Selected notes to financial statements appear on pages 9-13.
</TABLE>


<PAGE> 5

<TABLE>
                    USX CORPORATION AND SUBSIDIARY COMPANIES
          CONSOLIDATED STATEMENT OF OPERATIONS (Continued) (Unaudited)
                             INCOME PER COMMON SHARE
            --------------------------------------------------------
<CAPTION>
                                                      First Quarter Ended
                                                            March 31
(Dollars in millions, except per share amounts)        1994        1993*
- - --------------------------------------------------------------------------------
- - ---
<S>                                                  <C>           <C>
APPLICABLE TO MARATHON STOCK
  Total income before cumulative effect of
   changes in accounting principles                     $109           $29
    - Per share - primary and fully diluted              .38           .10

  Cumulative effect of changes in accounting principles    -           (23)
    - Per share - primary and fully diluted                -          (.08)

  Net income                                             109             6
    - Per share - primary and fully diluted              .38           .02

  Dividends paid per share                               .17           .17

  Weighted average shares, in thousands
    - primary                                        286,582       286,610
    - fully diluted                                  292,829       286,612

APPLICABLE TO STEEL STOCK
  Total income (loss) before cumulative effect of
   change in accounting principle                       $(41)           $8
    - Per share - primary and fully diluted             (.56)          .13

  Cumulative effect of change in accounting principle      -           (69)
    - Per share - primary and fully diluted                -         (1.16)

  Net loss                                               (41)          (61)
    - Per share - primary and fully diluted             (.56)        (1.03)

  Dividends paid per share                               .25           .25

  Weighted average shares, in thousands
    - primary                                         73,598        59,978
    - fully diluted                                   73,598        59,981

APPLICABLE TO OUTSTANDING DELHI STOCK

  Net income                                              $-            $6
    - Per share - primary and fully diluted              .03           .62

  Dividends paid per share                               .05           .05

  Weighted average shares, in thousands
    - primary and fully diluted                        9,332         9,006




<FN>
*Restated as a result of the adoption of two new accounting standards.
Selected notes to financial statements appear on pages 9-13.
</TABLE>


<PAGE> 6

<TABLE>
                    USX CORPORATION AND SUBSIDIARY COMPANIES
                     CONSOLIDATED BALANCE SHEET (Unaudited)
                    ----------------------------------------
                                        
                                     ASSETS
<CAPTION>
                                                     March 31   December 31
(Dollars in millions)                                  1994         1993
- - --------------------------------------------------------------------------------
- - ----
<S>                                                  <C>           <C>
Current assets:
  Cash and cash equivalents                             $137          $268
  Receivables, less allowance for doubtful
   accounts of $8 and $9                                 844           932
  Inventories                                          1,663         1,626
  Deferred income tax benefits                           262           258
  Other current assets                                    94            96
                                                     -------       -------
     Total current assets                              3,000         3,180
Long-term receivables and other investments,
 less reserves of $22 and $22                            939           948
Property, plant and equipment, less accumulated
 depreciation, depletion and amortization of
 $13,997 and $13,938                                  11,488        11,603
Prepaid pensions                                       1,383         1,347
Other noncurrent assets                                  301           296
                                                     -------       -------
     Total assets                                    $17,111       $17,374
                                                     =======       =======








<FN>
Selected notes to financial statements appear on pages 9-13.
</TABLE>


<PAGE> 7

<TABLE>
                    USX CORPORATION AND SUBSIDIARY COMPANIES
               CONSOLIDATED BALANCE SHEET (Continued) (Unaudited)
               --------------------------------------------------
                                        
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
                                                     March 31   December 31
(Dollars in millions)                                  1994         1993
- - --------------------------------------------------------------------------------
- - ----
<S>                                                  <C>           <C>
LIABILITIES
Current liabilities:
  Notes payable                                          $26            $1
  Accounts payable                                     1,621         2,237
  Payroll and benefits payable                           417           436
  Accrued taxes                                          532           483
  Accrued interest                                        92           142
  Long-term debt due within one year                      40            35
                                                     -------       -------
     Total current liabilities                         2,728         3,334
Long-term debt, less unamortized discount              5,695         5,888
Long-term deferred income taxes                          928           883
Employee benefits                                      2,826         2,802
Deferred credits and other liabilities                   615           603
Preferred stock of consolidated subsidiary               250             -
                                                     -------       -------
     Total liabilities                                13,042        13,510
STOCKHOLDERS' EQUITY
Preferred stocks:
  Adjustable Rate Cumulative issued -
   2,099,970 shares and 2,099,970 shares                 105           105
  6.50% Cumulative Convertible issued -
   6,900,000 shares and 6,900,000 shares
   ($345 liquidation preference)                           7             7

Common stocks:
  Marathon Stock issued - 286,612,794 shares and
   286,612,805 shares                                    287           287
  Steel Stock issued - 75,441,149 shares and
   70,328,685 shares                                      75            70
  Delhi Stock issued - 9,366,673 shares and
   9,282,870 shares                                        9             9
Treasury common stock, at cost:
  Marathon Stock - 31,266 shares and 31,266 shares        (1)           (1)
Additional paid-in capital                             4,366         4,240
Accumulated deficit                                     (756)         (831)
Other equity adjustments                                 (23)          (22)
                                                     -------       -------
     Total stockholders' equity                        4,069         3,864
                                                     -------       -------
     Total liabilities and stockholders' equity      $17,111       $17,374
                                                     =======       =======





<FN>
Selected notes to financial statements appear on pages 9-13.
</TABLE>


<PAGE> 8

<TABLE>
                    USX CORPORATION AND SUBSIDIARY COMPANIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
                ------------------------------------------------
<CAPTION>
                                                       Three Months Ended
                                                            March 31
(Dollars in millions)                                  1994        1993*
- - --------------------------------------------------------------------------------
- - ----
<S>                                                    <C>           <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net income (loss)                                        $75          $(45)
Adjustments to reconcile to net cash provided from
 (used in) operating activities:
  Accounting principles changes                            -            92
  Depreciation, depletion and amortization               258           261
  Exploratory dry well costs                              16             8
  Inventory market valuation credits                    (128)          (23)
  Pensions                                               (49)          (71)
  Postretirement benefits other than pensions             24            56
  Deferred income taxes                                   43            11
  Gain on disposal of assets                             (24)          (46)
  B&LE litigation                                       (360)            -
  Changes in:
     Current receivables - sold                           (5)           29
                         - operating turnover             94           (32)
     Inventories                                          91             2
     Current accounts payable and accrued expenses      (270)          (74)
  All other items - net                                   29           (17)
                                                        ----          ----
  Net cash provided from (used in) operating activities (206)          151
                                                        ----          ----
INVESTING ACTIVITIES:
Capital expenditures                                    (162)         (206)
Disposal of assets                                        31            78
All other items - net                                      6           (33)
                                                        ----          ----
     Net cash used in investing activities              (125)         (161)
                                                        ----          ----
FINANCING ACTIVITIES:
Commercial paper and revolving credit arrangements-net    25          (413)
Other debt - borrowings                                  449           202
           - repayments                                 (647)           (4)
Issuance of preferred stock of consolidated subsidiary   242             -
Preferred stock issued                                     -           336
Common stock issued                                      206             7
Dividends paid                                           (75)          (66)
                                                        ----          ----
     Net cash provided from financing activities         200            62
                                                        ----          ----

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    (131)           52
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR           268            57
                                                        ----          ----
CASH AND CASH EQUIVALENTS AT END OF PERIOD              $137          $109
                                                        ====          ====
Cash used in operating activities included:
  Interest and other financial costs paid (net of
   amount capitalized)                                 $(204)        $(135)
  Income taxes (paid) refunded                            27            (6)
<FN>
*Restated as a result of the adoption of two new accounting standards.
Selected notes to financial statements appear on pages 9-13.
</TABLE>


<PAGE> 9
                                        
                    USX CORPORATION AND SUBSIDIARY COMPANIES
               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               ---------------------------------------------------
                                   (Unaudited)

                                        
 1.  The information furnished in these financial statements is unaudited but,
     in the opinion of management, reflects all adjustments necessary for a fair
     presentation of the results for the periods covered.  All such adjustments
     are of a normal recurring nature unless disclosed otherwise.  These
     financial statements, including selected notes, have been prepared in
     accordance with the applicable rules of the Securities and Exchange
     Commission and do not include all of the information and disclosures
     required by generally accepted accounting principles for complete financial
     statements.  Additional information is contained in the USX Annual Report
     on Form 10-K for the year ended December 31, 1993.  Financial data for the
     first quarter of 1993 has been restated to reflect the adoption of
     Statement of Financial Accounting Standards No. 112, "Employers' Accounting
     for Postemployment Benefits" (SFAS No. 112), and Emerging Issues Task Force
     Consensus No. 93-14, "Accounting for Multiple-Year Retrospectively Rated
     Insurance Contracts" (EITF No. 93-14) (see Note 7).

 2.  The method of calculating net income (loss) per share for the Marathon
     Stock, Steel Stock and Delhi Stock reflects the USX Board of Directors'
     intent that the separately reported earnings and surplus of the Marathon
     Group, the U. S. Steel Group and the Delhi Group, as determined consistent
     with the USX Certificate of Incorporation, are available for payment of
     dividends to the respective classes of stock, although legally available
     funds and liquidation preferences of these classes of stock do not
     necessarily correspond with these amounts.  The financial statements of the
     Marathon Group, the U. S. Steel Group and the Delhi Group, taken together,
     include all accounts which comprise the corresponding consolidated
     financial statements of USX.

     Primary net income (loss) per share is calculated by adjusting net income
     (loss) for dividend requirements of preferred stock and, in the case of
     Delhi Stock, for the income applicable to the Retained Interest; and is
     based on the weighted average number of common shares outstanding plus
     common stock equivalents, provided they are not antidilutive.  Common stock
     equivalents result from assumed exercise of stock options and surrender of
     stock appreciation rights associated with stock options where applicable.

     Fully diluted net income (loss) per share assumes conversion of convertible
     securities for the applicable periods outstanding and assumes exercise of
     stock options and surrender of stock appreciation rights, provided, in each
     case, the effect is not antidilutive.


<PAGE> 10
                                        
                    USX CORPORATION AND SUBSIDIARY COMPANIES
         SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
         ---------------------------------------------------------------
                                   (Unaudited)
                                        
                                        
 3.  Inventories are carried at lower of cost or market.  Cost of inventories is
     determined primarily under the last-in, first-out (LIFO) method.

<TABLE>
<CAPTION>
                                                         (In millions)
                                                  ---------------------------
                                                     March 31   December 31
                                                       1994         1993
                                                    ---------   -----------
    <S>                                               <C>          <C>
    Raw materials                                       $573         $637
    Semi-finished products                               323          329
    Finished products                                    892          921
    Supplies and sundry items                            186          178
                                                      ------       ------
      Total                                            1,974        2,065
    Less inventory market valuation reserve              311          439
                                                      ------       ------
      Net inventory carrying value                    $1,663       $1,626
                                                      ======       ======
</TABLE>

     The inventory market valuation reserve reflects the extent that the
     recorded cost of crude oil and refined products inventories exceeds net
     realizable value.  The reserve is decreased to reflect increases in market
     prices and inventory turnover and increased to reflect decreases in market
     prices.  Changes in the inventory market valuation reserve resulted in a
     $128 million and $23 million credit to operating income in the first
     quarter of 1994 and 1993, respectively.

     Cost of sales was reduced and operating income was increased by $14 million
     in the first quarter of 1993 as a result of liquidations of LIFO
     inventories (immaterial in the 1994 period).

 4.  Operating income included net periodic pension credits of $30 million and
     $53 million in the first quarter of 1994 and 1993, respectively.  These
     pension credits are primarily noncash and for the most part are included in
     selling, general and administrative expenses.  The expected long-term rate
     of return on plan assets, which is reflected in the calculation of net
     periodic pension credits, was reduced to 9% in 1994 from 10% in 1993.

 5.  Other income in the first quarter of 1994 included a pretax gain of $24
     million from disposal of assets, primarily related to the sale of certain
     domestic oil and gas production properties.  Other income in the first
     quarter of 1993 included a pretax gain of $46 million from disposal of
     assets, including the sale of an investment in an insurance company.

 6.  The provision for estimated income taxes for the periods reported is based
     on tax rates and amounts which recognize management's best estimate of
     current and deferred tax assets and liabilities.

 7.  In 1993, USX adopted SFAS No. 112 and EITF No. 93-14.  The cumulative
     effect of these changes in accounting principles decreased first quarter
     1993 net income by $86 million, net of $50 million income tax effect, for
     SFAS No. 112; and $6 million, net of $3 million income tax effect, for EITF
     No. 93-14.


<PAGE> 11
                                        
                    USX CORPORATION AND SUBSIDIARY COMPANIES
         SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
         ---------------------------------------------------------------
                                   (Unaudited)
            

 8.  In the first quarter of 1994, USX issued $300 million in aggregate
     principal amount of 7.20% Notes due 2004 and $150 million in aggregate
     principal amount of LIBOR-based Floating Rate Notes Due 1996.  In the first
     quarter of 1994, an aggregate principal amount of $57 million of Marathon's
     7% Monthly Interest Guaranteed Notes Due 2002 was issued in exchange for an
     equivalent principal amount of its 9-1/2% Guaranteed Notes Due 1994.  The
     $642 million balance of Marathon's 9-1/2% Guaranteed Notes Due 1994 was
     paid in the first quarter of 1994.

     At March 31, 1994, USX had outstanding borrowings of $500 million against
     credit agreements, leaving $1,675 million of available unused committed
     credit lines.  In addition, USX had $185 million of available unused short-
     term lines of credit, which require maintenance of compensating balances of
     3%.  In the event of a change in control of USX, debt obligations totaling
     $4,310 million at March 31, 1994, may be declared immediately due and
     payable.

 9.  In the first quarter of 1994, USX sold 5,000,000 shares of Steel Stock to
     the public for net proceeds of $201 million.  In addition, USX Capital LLC,
     a wholly owned subsidiary of USX, sold $250 million of 8-3/4% Cumulative
     Monthly Income Preferred Shares (MIPS).  The financial costs of the MIPS
     are included in interest and other financial costs.

10.  USX has entered into agreements to sell certain accounts receivable subject
     to limited recourse.  Payments are collected from the sold accounts
     receivable; the collections are reinvested in new accounts receivable for
     the buyers; and a yield based on defined short-term market rates is
     transferred to the buyers.  At March 31, 1994, the balance of sold accounts
     receivable that had not been collected was $735 million.  Buyers have
     collection rights to recover payments from an amount of outstanding
     receivables equal to 120% of the outstanding receivables purchased on a
     nonrecourse basis; such overcollateralization cannot exceed $150 million.
     In the event of a change in control of USX, as defined in the agreements,
     USX may be required to forward all payments collected on sold accounts
     receivable to the buyers.

     Prior to 1993, USX Credit, a division of USX, sold certain of its loans
     receivable subject to limited recourse.  USX Credit continues to collect
     payments from the loans and transfer to the buyers principal collected plus
     yield based on defined short-term market rates.  At March 31, 1994, the
     balance of sold loans receivable subject to recourse was $187 million.  As
     of March 31, 1994, USX Credit had outstanding loan commitments of $28
     million.  USX Credit is not actively seeking new loans at this time.  In
     the event of a change in control of USX, as defined in the agreement, USX
     may be required to provide cash collateral in the amount of the uncollected
     loans receivable to assure compliance with the limited recourse provisions.

11.  USX is the subject of, or a party to, a number of pending or threatened
     legal actions, contingencies and commitments involving a variety of
     matters, including laws and regulations relating to the environment.
     Certain of these matters are discussed below.  The ultimate resolution of
     these contingencies could, individually or in the aggregate, be material to
     the consolidated financial statements.  However, management believes that
     USX will remain a viable and competitive enterprise even though it is
     possible that these contingencies could be resolved unfavorably.  See
     discussion of Liquidity and


<PAGE> 12

                    USX CORPORATION AND SUBSIDIARY COMPANIES
         SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
         ---------------------------------------------------------------
                                   (Unaudited)


11.  (Continued)

     Capital Resources in USX Consolidated Management's Discussion and Analysis
     of Financial Condition and Results of Operations.

     In the first quarter of 1994, USX paid $360 million in judgments against
     the Bessemer & Lake Erie Railroad (B&LE) in the Lower Lake Erie Iron Ore
     Antitrust Litigation (MDL-587).  Two other plaintiffs in this case have had
     their damage claims remanded for retrial.  A new trial may result in awards
     more or less than the original asserted claims of $8 million and would be
     subject to trebling.

     In June 1990, following judgments entered on behalf of plaintiffs in MDL-
     587, Armco Steel (presently, AK Steel) filed federal antitrust claims
     against the B&LE and other railroads in the
     Federal District Court of the District of Columbia.  B&LE successfully
     challenged the actions for lack of jurisdiction and venue, and the case was
     transferred to the Federal District Court for the Northern District of
     Ohio.  Other defendant railroads settled with Armco, leaving B&LE as the
     only remaining defendant.  On April 7, 1993, B&LE's motion to dismiss the
     federal antitrust claims on grounds of statute of limitations was granted.
     Subsequently, Armco refiled its claims under the Ohio Valentine Act.
     B&LE's motions for summary judgment on time bar issues and for change of
     venue are pending.  No discovery has been taken on the merits of Armco's
     claims, but if Armco survives the present and possibly further pretrial
     motions and the case proceeds to trial on the merits, Armco's claimed
     damages are likely to be substantial.  The B&LE was a wholly owned
     subsidiary of USX throughout the period the alleged conduct occurred.  It
     is now a subsidiary of Transtar in which USX has a 46% equity interest.  It
     is USX's position that the Armco case was not an excluded liability in the
     sale of USX's transportation units to Transtar in 1988, and that USX
     therefore is not obligated to reimburse Transtar for any judgments rendered
     in the Armco case; however, this position is being disputed by Transtar and
     The Blackstone Group, the ultimate owner of 53% of Transtar's outstanding
     shares.

     On November 3, 1992, the United States District Court for the District of
     Utah Central Division issued a Memorandum Opinion and Order in Pickering v.
     USX relating to pension and compensation claims by approximately 1,900
     employees of USX's former Geneva (Utah) Works.  Although the court
     dismissed a number of the claims by the plaintiffs, it found that USX had
     violated the Employee Retirement Income Security Act by interfering with
     the accrual of pension benefits of certain employees and amending a benefit
     plan to reduce the accrual of future benefits without proper notice to plan
     participants.  Further proceedings were held to determine damages and,
     pending the court's determinations, USX may appeal.  Plaintiffs' counsel
     has been reported as estimating plaintiffs' anticipated recovery to be in
     excess of $100 million.  USX believes actual damages will be substantially
     less than plaintiffs' estimates.  In the first quarter of 1994, USX entered
     into settlement agreements with 208 plaintiffs providing for releases of
     liability against USX and the aggregate payment of approximately $1 million
     by USX.  A joint motion to dismiss these plaintiffs from the case with
     prejudice is in the process of being prepared.

<PAGE> 13
                                        
                    USX CORPORATION AND SUBSIDIARY COMPANIES
         SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
         ---------------------------------------------------------------
                                   (Unaudited)
                                        
                                        
11.  (Continued)

     USX is subject to federal, state, local and foreign laws and regulations
     relating to the environment.  These laws generally provide for control of
     pollutants released into the environment and require responsible parties to
     undertake remediation of hazardous waste disposal sites.  Penalties may be
     imposed for noncompliance.  USX provides for remediation costs and
     penalties when the responsibility to remediate is probable and the amount
     of associated costs is reasonably determinable.  Generally, the timing of
     these accruals coincides with completion of a feasibility study or the
     commitment to a formal plan of action.  At March 31, 1994, accrued
     liabilities for remediation, platform abandonment and mine reclamation
     totaled $319 million.  It is not presently possible to estimate the
     ultimate amount of all remediation costs that might be incurred or the
     penalties that may be imposed.

     For a number of years, USX has made substantial capital expenditures to
     bring existing facilities into compliance with various laws relating to the
     environment.  In 1993 and 1992, such capital expenditures totaled $181
     million and $294 million, respectively.  USX anticipates making additional
     such expenditures in the future; however, the exact amounts and timing of
     such expenditures are uncertain because of the continuing evolution of
     specific regulatory requirements.

     By reason of Executive Orders and related regulations under which the U.S.
     Government is continuing economic sanctions against Libya, USX was required
     to discontinue performing its Libyan petroleum contracts on June 30, 1986.
     In June 1989, the Department of the Treasury authorized USX to resume
     performing under those contracts.  Pursuant to that authorization, USX has
     engaged the Libyan National Oil Company and the Secretary of Petroleum in
     continuing negotiations to determine when and on what basis they are
     willing to allow USX to resume realizing revenue from USX's investment of
     $108 million in Libya.  USX is uncertain when these negotiations can be
     completed or how the negotiations will be affected by the United Nations
     sanctions against Libya.

     Guarantees by USX of the liabilities of affiliated and other entities
     totaled $220 million at March 31, 1994.  In the event that any defaults of
     guaranteed liabilities occur, USX has access to its interest in the assets
     of most of the affiliates to reduce losses resulting from these guarantees.
     As of March 31, 1994, the largest guarantee for a single affiliate was $96
     million.

     At March 31, 1994, USX's pro rata share of obligations of LOOP INC. and
     various pipeline affiliates secured by throughput and deficiency agreements
     totaled $204 million.  Under the agreements, USX is required to advance
     funds if the affiliates are unable to service debt.  Any such advances are
     prepayments of future transportation charges.

     Contract commitments for capital expenditures for property, plant and
     equipment at March 31, 1994, totaled $505 million compared with $389
     million at December 31, 1993.

<PAGE> 14


<TABLE>
                                 USX CORPORATION
           COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                          AND PREFERRED STOCK DIVIDENDS
                      TOTAL ENTERPRISE BASIS - (Unaudited)
           ----------------------------------------------------------
                              (Dollars in Millions)
                                        
<CAPTION>
  Three Months Ended
       March 31                          Year Ended December 31
  ------------------    -------------------------------------------------------

   1994       1993*         1993        1992         1991        1990      1989
   ----       -----         ----        ----         ----        ----      ----

   <C>        <C>           <C>         <C>          <C>         <C>       <C>
   1.66        1.51         (a)         (b)          (c)         2.69      2.33
   ====       =====         ====        ====         ====        ====      ====

<FN>
  (a) Earnings did not cover combined fixed charges and preferred stock
      dividends by $325 million.

  (b) Earnings did not cover combined fixed charges and preferred stock
      dividends by $211 million.

  (c) Earnings did not cover combined fixed charges and preferred stock
      dividends by $696 million.

*Restated as a result of the adoption of two new accounting standards.
</TABLE>



<TABLE>
                                 USX CORPORATION
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                      TOTAL ENTERPRISE BASIS - (Unaudited)
                -------------------------------------------------
                              (Dollars in Millions)
<CAPTION>
  Three Months Ended
       March 31                          Year Ended December 31
  ------------------    -------------------------------------------------------

   1994       1993*         1993        1992         1991        1990      1989
   ----       -----         ----        ----         ----        ----      ----

   <C>        <C>           <C>         <C>          <C>         <C>       <C>
   1.79        1.58         (a)         (b)          (c)         2.80      2.57
   ====       =====         ====        ====         ====        ====      ====

<FN>
  (a) Earnings did not cover fixed charges by $281 million.

  (b) Earnings did not cover fixed charges by $197 million.

  (c) Earnings did not cover fixed charges by $681 million.

*Restated as a result of the adoption of two new accounting standards.
</TABLE>


<PAGE> 15

                    USX CORPORATION AND SUBSIDIARY COMPANIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     The following discussion should be read in conjunction with the first
quarter 1994 USX consolidated financial statements and selected notes.

Results of Operations
- - ---------------------
     USX had net income of $75 million in the first quarter of 1994.  For the
first quarter of 1993, USX reported a net loss of $45 million, as restated to
reflect the unfavorable $92 million cumulative effect of changes in accounting
principles.

     See the Consolidated Statement of Operations - Income per Common Share for
comparative amounts applicable to the classes of common stock.

     Sales in the first quarter of 1994 totaled $4.3 billion, virtually
unchanged from the first quarter of 1993.  A 7% decline in sales for the
Marathon Group was offset by increases of 15% and 18%, respectively, in sales
for the U. S. Steel Group and the Delhi Group.  Matching buy/sell transactions
and excise taxes are included in both sales and operating costs, resulting in no
effect on operating income.  Higher excise taxes were the predominant factor in
the increase in taxes other than income taxes which totaled $657 million in the
first quarter of 1994, compared with $549 million in the first quarter of 1993.

     USX had operating income of $204 million in the first quarter of 1994
compared with restated operating income of $158 million in the same period in
1993.  First quarter operating income included favorable noncash effects of $128
million in 1994 and $23 million in 1993 resulting from decreases in the
inventory market valuation reserve.  Excluding the effects of these adjustments
to the inventory market valuation reserve, operating income in the first quarter
of 1994 decreased $59 million from the same period in 1993.  This reflected
decreases of $59 million and $15 million, respectively, in operating income for
the U. S. Steel Group and the Delhi Group, partially offset by a $15 million
improvement in operating income for the Marathon Group.

     Other income in the first quarter of 1994 included a pretax gain of $24
million from the disposal of assets, primarily related to the sale of certain
domestic oil and gas production properties.  Other income in the first quarter
of 1993 included a pretax gain of $46 million from the disposal of assets,
including the sale of an investment in an insurance company.

Group Results
- - -------------
     See Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Marathon Group, the U. S. Steel Group and the Delhi Group.

Operating Statistics
- - --------------------
     For details, see Supplemental Statistics table for the Marathon Group, the
U. S. Steel Group and the Delhi Group.

Dividends to Stockholders
- - -------------------------
     On April 26, 1994, USX's Board of Directors (the "Board") declared
dividends of 17 cents per share on Marathon Stock, 25 cents per share on Steel
Stock and five cents per share on Delhi Stock, all payable June 10, 1994, to
stockholders of record at the close of business on May 6, 1994.

<PAGE> 16

                    USX CORPORATION AND SUBSIDIARY COMPANIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     The Board also declared a dividend of $0.8125 per share on USX
Corporation's 6.50% Cumulative Convertible Preferred Stock and $0.9375 per share
on USX Corporation's Adjustable Rate Cumulative Preferred Stock, in each case
payable June 30, 1994, to stockholders of record at the close of business on
May 31, 1994.

FINANCIAL CONDITION
- - -------------------

Liquidity and Capital Resources
- - --------------------------------
     At March 31, 1994, cash and cash equivalents totaled $137 million compared
with $268 million at December 31, 1993.

     Net cash used in operating activities totaled $206 million in the first
quarter of 1994 compared with net cash provided from operating activities of
$151 million in the first quarter of 1993.  The unfavorable change primarily
reflected payments of $360 million in the first quarter of 1994 related to the
Lower Lake Erie Iron Ore Antitrust Litigation against the Bessemer & Lake Erie
Railroad.  In addition, net cash provided from operating activities in the first
quarter of 1993 benefited from a $69 million favorable effect from the use of
available funds from previously established insurance reserves to pay for
certain active and retired employee insurance benefits.

     Cash from the disposal of assets totaled $31 million in the first quarter
of 1994 compared with $78 million in the same period in 1993.  First quarter
1994 proceeds primarily reflected the sale of certain domestic oil and gas
production properties.  Proceeds in the first quarter of 1993 mainly reflected
the sales of an investment in an insurance company and of various domestic oil
and gas production properties.

     USX's total long-term debt and notes payable at March 31, 1994, was $5.8
billion, down $163 million from December 31, 1993.  At March 31, 1994, USX had
outstanding borrowings of $500 million against credit agreements, leaving $1,675
million of available unused committed credit lines.  In addition, USX had $185
million of available unused short-term lines of credit, which require
maintenance of compensating balances of 3%.

     In February 1994, USX issued $300 million in aggregate principal amount of
7.20% Notes Due 2004 and $150 million in aggregate principal amount of LIBOR-
based Floating Rate Notes Due 1996.  In March 1994, an aggregate principal
amount of $57 million of Marathon's 7% Monthly Interest Guaranteed Notes Due
2002 was issued in exchange for an equivalent principal amount of its 9-1/2%
Guaranteed Notes Due 1994 ("Marathon 9-1/2% Notes").  The $642 million balance
of Marathon 9-1/2% Notes was paid in March 1994.  In March 1994, USX filed with
the Securities and Exchange Commission a shelf registration statement which
became effective April 8, 1994 and allows USX to offer and issue unsecured debt
securities in an aggregate principal amount of up to $750 million in one or more
separate series on terms to be determined at the time of sale.

     In February 1994, USX sold 5,000,000 shares of Steel Stock to the public
for net proceeds of $201 million.

<PAGE> 17

                    USX CORPORATION AND SUBSIDIARY COMPANIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     In March 1994, USX Capital LLC, a wholly owned subsidiary of USX, sold $250
million of 8-3/4% Cumulative Monthly Income Preferred Shares.

     In April 1994, settlement agreements were reached with two states relating
to state tax issues.  Settlement payments in excess of $120 million were made in
April 1994.  As a result of these settlements and ongoing negotiations with
various tax jurisdictions, a net favorable adjustment to income is expected to
be made in the second quarter of 1994.  The amount of this adjustment has not
yet been determined.

     USX believes that its short-term and long-term liquidity is adequate to
satisfy its obligations as of March 31, 1994, and to complete currently
authorized capital spending programs.  Future requirements for USX's business
needs, including the funding of capital expenditures, debt maturities for the
balance of 1994 and years 1995 and 1996 and amounts which may ultimately be paid
in connection with contingencies are expected to be financed by a combination of
internally generated funds, proceeds from the sale of stock, future borrowings
and other external financing sources.

Capital Expenditures
- - --------------------
     Capital expenditures for property, plant, and equipment in the first
quarter of 1994 were $162 million compared with $206 million in the same period
in 1993.  The decline primarily reflected lower spending for the Marathon Group
mainly reflecting decreased expenditures for development of the East Brae Field
and SAGE system in the United Kingdom.  For further details, see the Financial
Statistics table.

     For the year 1994, capital expenditures are expected to total approximately
$1.1 billion.  The decrease from 1993 of approximately $50 million is expected
to result mainly from lower spending for the Marathon Group, partially offset by
higher spending for the U. S. Steel Group.  For details, see discussion of
Capital Expenditures for the Marathon Group, the U. S. Steel Group and the Delhi
Group.  Contract commitments for capital expenditures at March 31, 1994, were
$505 million, compared with $389 million at year-end 1993.

Environmental Matters, Contingencies and Commitments
- - ---------------------------------------------------
     USX has incurred and will continue to incur substantial capital, operating
and maintenance, and remediation expenditures as a result of environmental laws
and regulations.  In recent years, these expenditures have increased primarily
due to required product reformulation and process changes in order to meet Clean
Air Act obligations, although ongoing compliance costs have also been
significant.  To the extent these expenditures, as with all costs, are not
ultimately reflected in the prices of USX's products and services, operating
results will be adversely affected.  USX believes that domestic competitors of
the U. S. Steel Group and substantially all the competitors of the Marathon
Group and the Delhi Group are subject to similar environmental laws and
regulations.  However, the specific impact on each competitor may vary depending
on a number of factors, including the age and location of their operating
facilities, their production processes and the specific products and services
they provide.

<PAGE> 18

                    USX CORPORATION AND SUBSIDIARY COMPANIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     USX has been notified that it is a potentially responsible party ("PRP") at
55 waste sites under the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA") as of March 31, 1994.  In addition, there are 52
sites where USX has received information requests or other indications that USX
may be a
PRP under CERCLA but where sufficient information is not presently available to
confirm the existence of liability or make any judgment as to the amount
thereof.  There are also 68 additional sites, excluding retail gasoline
stations, where state governmental agencies or private parties are seeking
remediation under state environmental laws through discussions or litigation.
At many of these sites, USX is one of a number of parties involved and the total
cost of remediation, as well as USX's share thereof, is frequently dependent
upon the outcome of investigations and remedial studies.  The number of waste
sites in and of itself does not necessarily represent a relevant measure of
liability because the nature and extent of environmental concerns vary from site
to site, and USX's share of responsibility varies significantly.

     USX accrues for environmental remediation activities when the
responsibility to remediate is probable and the amount of associated costs is
reasonably determinable.  As environmental remediation matters proceed toward
ultimate resolution or as additional remediation obligations arise, charges in
excess of those previously accrued may be required.

     USX is the subject of, or a party to, a number of pending or threatened
legal actions, contingencies and commitments involving a variety of matters,
including laws and regulations relating to the environment (see Note 11 to the
consolidated financial statements for a discussion of certain of these matters).
The ultimate resolution of these contingencies could, individually or in the
aggregate, be material to the consolidated financial statements.  However,
management believes that USX will remain a viable and competitive enterprise
even though it is possible that these contingencies could be resolved
unfavorably.  See discussion of Liquidity and Capital Resources herein.

<PAGE> 19

<TABLE>
                                 USX CORPORATION
                              FINANCIAL STATISTICS
                              --------------------
                                ($'s in Millions)
<CAPTION>
                                                         First Quarter
                                                             Ended
                                                            March 31
                                                        ----------------
                                                       1994         1993
                                                       ----         ----
<S>                                                   <C>          <C>
SALES

  Marathon Group                                      $2,747        $2,954
  U. S. Steel Group                                    1,384         1,208
  Delhi Group                                            154           131
  Eliminations                                           (12)          (13)
                                                      ------        ------
    Total                                             $4,273        $4,280


OPERATING INCOME (LOSS)

  Marathon Group                                        $226          $106
  U. S. Steel Group                                      (24)           35
  Delhi Group                                              2            17
                                                       -----         -----
    Total                                               $204          $158


CAPITAL EXPENDITURES

  Marathon Group                                        $113          $166
  U. S. Steel Group                                       44            36
  Delhi Group                                              5             4
                                                       -----         -----
    Total                                               $162          $206
</TABLE>


<PAGE> 20

Part I - Financial Information (Continued):

   B.  Marathon Group

<TABLE>
                        MARATHON GROUP OF USX CORPORATION
                       STATEMENT OF OPERATIONS (Unaudited)
                  --------------------------------------------
<CAPTION>
                                                         First Quarter
                                                             Ended
                                                            March 31
(Dollars in millions, except per share amounts)        1994        1993*
- - --------------------------------------------------------------------------------
- - ---

<S>                                                  <C>           <C>
SALES                                                 $2,747        $2,954

OPERATING COSTS:
  Cost of sales (excludes items shown below)           1,770         2,090
  Inventory market valuation credits                    (128)          (23)
  Selling, general and administrative expenses            78            82
  Depreciation, depletion and amortization               171           175
  Taxes other than income taxes                          597           496
  Exploration expenses                                    33            28
                                                     -------       -------
     Total operating costs                             2,521         2,848
                                                     -------       -------

OPERATING INCOME                                         226           106

Other income                                              22            10
Interest and other financial income                        7             2
Interest and other financial costs                       (77)          (68)
                                                     -------       -------

TOTAL INCOME BEFORE INCOME TAXES AND
 CUMULATIVE EFFECT OF CHANGES IN
 ACCOUNTING PRINCIPLES                                   178            50

Less provision for estimated income taxes                 68            19
                                                     -------       -------

TOTAL INCOME BEFORE CUMULATIVE EFFECT OF
 CHANGES IN ACCOUNTING PRINCIPLES                        110            31

Cumulative effect of changes in
 accounting principles                                     -           (23)
                                                     -------       -------

NET INCOME                                               110             8

Dividends on preferred stock                              (1)           (2)
                                                     -------       -------
NET INCOME APPLICABLE TO MARATHON STOCK                 $109            $6
                                                     =======       =======


<FN>
*Restated as a result of the adoption of two new accounting standards.
Selected notes to financial statements appear on pages 24-27.
</TABLE>


<PAGE> 21

<TABLE>
                        MARATHON GROUP OF USX CORPORATION
                 STATEMENT OF OPERATIONS (Continued) (Unaudited)
                             INCOME PER COMMON SHARE
                 -----------------------------------------------
<CAPTION>
                                                         First Quarter
                                                             Ended
                                                            March 31
(Dollars in millions, except per share amounts)        1994        1993*
- - --------------------------------------------------------------------------------
- - ---
<S>                                                  <C>           <C>
PER COMMON SHARE DATA:

Weighted average shares, in thousands:
  - Primary                                          286,582       286,610
  - Fully diluted                                    292,829       286,612

Primary and fully diluted:
  Total income before cumulative effect
   of changes in accounting principles applicable
   to Marathon Stock                                    $.38          $.10
  Cumulative effect of changes in accounting
   principles                                              -          (.08)
  Net income applicable to Marathon Stock                .38           .02









<FN>
*Restated as a result of the adoption of two new accounting standards.
Selected notes to financial statements appear on pages 24-27.
</TABLE>


<PAGE> 22

<TABLE>
                        MARATHON GROUP OF USX CORPORATION
                            BALANCE SHEET (Unaudited)
                    ----------------------------------------
<CAPTION>
                                                     March 31   December 31
(Dollars in millions)                                  1994         1993
- - --------------------------------------------------------------------------------
- - ----
<S>                                                  <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                              $89          $185
  Receivables, less allowance for doubtful
   accounts of $3 and $3                                 331           337
  Inventories                                          1,026           987
  Other current assets                                    88            89
                                                     -------       -------
     Total current assets                              1,534         1,598
Long-term receivables and other investments              311           317
Property, plant and equipment, less accumulated
 depreciation, depletion and amortization of
 $7,467 and $7,463                                     8,346         8,428
Prepaid pensions                                         266           263
Other noncurrent assets                                  203           200
                                                     -------       -------
     Total assets                                    $10,660       $10,806
                                                     =======       =======
LIABILITIES
Current liabilities:
  Notes payable                                          $19            $1
  Accounts payable                                       909         1,109
  Payable to the U. S. Steel Group                        13            13
  Payroll and benefits payable                            76            85
  Accrued taxes                                          316           294
  Deferred income taxes                                   40            37
  Accrued interest                                        66           106
  Long-term debt due within one year                      27            23
                                                     -------       -------
     Total current liabilities                         1,466         1,668
Long-term debt, less unamortized discount              4,013         4,239
Long-term deferred income tax                          1,268         1,223
Employee benefits                                        308           306
Deferred credits and other liabilities                   254           260
Preferred stock of consolidated subsidiary               182             -
                                                     -------       -------
     Total liabilities                                 7,491         7,696

STOCKHOLDERS' EQUITY
Preferred stock                                           78            78
Common stockholders' equity                            3,091         3,032
                                                     -------       -------
     Total stockholders' equity                        3,169         3,110
                                                     -------       -------
     Total liabilities and stockholders' equity      $10,660       $10,806
                                                     =======       =======



<FN>
Selected notes to financial statements appear on pages 24-27.
</TABLE>


<PAGE> 23

<TABLE>
                        MARATHON GROUP OF USX CORPORATION
                       STATEMENT OF CASH FLOWS (Unaudited)
                ------------------------------------------------
<CAPTION>
                                                       Three Months Ended
                                                            March 31
(Dollars in millions)                                  1994        1993*
- - --------------------------------------------------------------------------------
- - ----
<S>                                                    <C>            <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net income                                              $110            $8
Adjustments to reconcile to net cash provided from
 operating activities:
  Accounting principles changes                            -            23
  Depreciation, depletion and amortization               171           175
  Exploratory dry well costs                              16             8
  Inventory market valuation credits                    (128)          (23)
  Pensions                                                (8)           (8)
  Postretirement benefits other than pensions              4             6
  Deferred income taxes                                   47             7
  Gain on disposal of assets                             (22)           (6)
  Changes in:
     Current receivables - Purchased from
                          the Delhi Group                (13)           (4)
                         - operating turnover             19             2
     Inventories                                          89            52
     Current accounts payable and accrued expenses      (225)         (185)
  All other items - net                                   13            (9)
                                                        ----          ----
     Net cash provided from operating activities          73            46
                                                        ----          ----
INVESTING ACTIVITIES:
Capital expenditures                                    (113)         (166)
Disposal of assets                                        28            28
All other items - net                                      3           (22)
                                                        ----          ----
     Net cash used in investing activities               (82)         (160)
                                                        ----          ----
FINANCING ACTIVITIES:
Marathon Group activity - USX debt attributed to all
 groups - net                                           (213)          203
Attributed preferred stock of consolidated subsidiary    176             -
Marathon Stock issued                                      -             1
Dividends paid                                           (50)          (50)
                                                        ----          ----
  Net cash provided from (used in) financing activities  (87)          154
                                                        ----          ----

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     (96)           40
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR           185            35
                                                        ----          ----
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $89           $75
                                                        ====          ====
Cash used in operating activities included:
  Interest and other financial costs paid (net of
   amount capitalized)                                 $(104)         $(76)
  Income taxes paid including settlements with other
   groups                                                (10)          (46)

<FN>
*Restated as a result of the adoption of two new accounting standards.
Selected notes to financial statements appear on pages 24-27.
</TABLE>


<PAGE> 24

                        MARATHON GROUP OF USX CORPORATION
                     SELECTED NOTES TO FINANCIAL STATEMENTS
                     --------------------------------------
                                   (Unaudited)


 1.  The information furnished in these financial statements is unaudited but,
     in the opinion of management, reflects all adjustments necessary for a fair
     presentation of the results for the periods covered.  All such adjustments
     are of a normal recurring nature unless disclosed otherwise.  These
     financial statements, including selected notes, have been prepared in
     accordance with the applicable rules of the Securities and Exchange
     Commission and do not include all of the information and disclosures
     required by generally accepted accounting principles for complete financial
     statements.  Additional information is contained in the USX Annual Report
     on Form 10-K for the year ended December 31, 1993.  Financial data for the
     first quarter of 1993 has been restated to reflect the adoption of
     Statement of Financial Accounting Standards No. 112, "Employers' Accounting
     for Postemployment Benefits" (SFAS No. 112), and Emerging Issues Task Force
     Consensus No. 93-14, "Accounting for Multiple-Year Retrospectively Rated
     Insurance Contracts" (EITF No. 93-14) (see Note 6).

     The financial statements of the Marathon Group include the financial
     position, results of operations and cash flows for the businesses of
     Marathon Oil Company and certain other subsidiaries of USX, and a portion
     of the corporate assets and liabilities and related transactions which are
     not separately identified with ongoing operating units of USX.  These
     financial statements are prepared using the amounts included in the USX
     consolidated financial statements.  Corporate amounts reflected in these
     financial statements are determined based upon methods which management
     believes to be reasonable.  The accounting policies applicable to the
     preparation of the financial statements of the Marathon Group may be
     modified or rescinded in the sole discretion of the Board of Directors of
     USX (Board), although the Board has no present intention to do so.  The
     Board may also adopt additional policies depending on the circumstances.

     Although the financial statements of the Marathon Group, the U. S. Steel
     Group and the Delhi Group separately report the assets, liabilities
     (including contingent liabilities) and stockholders' equity of USX
     attributed to each such group, such attribution does not affect legal title
     to such assets and responsibility for such liabilities.  Holders of USX-
     Marathon Group Common Stock (Marathon Stock), USX-U. S. Steel Group Common
     Stock (Steel Stock) and USX-Delhi Group Common Stock (Delhi Stock) are
     holders of common stock of USX and continue to be subject to all the risks
     associated with an investment in USX and all of its businesses and
     liabilities.  Financial impacts arising from any of the Marathon Group, the
     U. S. Steel Group or the Delhi Group which affect the overall cost of USX's
     capital could affect the results of operations and financial condition of
     all groups.  In addition, net losses of any group, as well as dividends or
     distributions on any class of USX common stock or series of Preferred Stock
     and repurchases of any class of USX common stock or certain series of
     Preferred Stock, will reduce the funds of USX legally available for payment
     of dividends on all classes of USX common stock.  Accordingly, the USX
     consolidated financial information should be read in connection with the
     Marathon Group financial information.


<PAGE> 25

                        MARATHON GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)
                                        
                                        
 2.  The method of calculating net income per share for the Marathon Stock,
     Steel Stock and Delhi Stock reflects the Board's intent that the separately
     reported earnings and surplus of the Marathon Group, the U. S. Steel Group
     and the Delhi Group, as determined consistent with the USX Certificate of
     Incorporation, are available for payment of dividends to the respective
     classes of stock, although legally available funds and liquidation
     preferences of these classes of stock do not necessarily correspond with
     these amounts.

     Primary net income per share is calculated by adjusting net income for
     dividend requirements of preferred stock and is based on the weighted
     average number of common shares outstanding plus common stock equivalents,
     provided they are not antidilutive.  Common stock equivalents result from
     assumed exercise of stock options and surrender of stock appreciation
     rights associated with stock options, where applicable.

     Fully diluted net income per share assumes conversion of convertible
     securities for the applicable periods outstanding and assumes exercise of
     stock options and surrender of stock appreciation rights, provided, in each
     case, the effect is not antidilutive.

 3.  Inventories are carried at the lower of cost or market.  Cost of
     inventories of crude oil and refined products is determined under the last-
     in, first-out (LIFO) method.

<TABLE>
<CAPTION>
                                                         (In millions)
                                                     ----------------------
                                                     March 31   December 31
                                                       1994         1993
                                                    ---------   ------------
    <S>                                               <C>          <C>
    Crude oil and natural gas liquids                   $474         $522
    Refined products and merchandise                     758          796
    Supplies and sundry items                            105          108
                                                      ------       ------
      Total                                            1,337        1,426
    Less inventory market valuation reserve              311          439
                                                      ------       ------
    Net inventory carrying value                      $1,026         $987
                                                      ======       ======
</TABLE>

     The inventory market valuation reserve reflects the extent that the
     recorded cost of crude oil and refined products inventories exceeds net
     realizable value.  The reserve is decreased to reflect increases in market
     prices and inventory turnover and increased to reflect decreases in market
     prices.  Changes in the inventory market valuation reserve resulted in a
     $128 million  and $23 million credit to operating income in the first
     quarter of 1994 and 1993, respectively.

 4.  Other income in the first quarter of 1994 included a pretax gain of $22
     million from disposal of assets, primarily related to the sale of certain
     domestic oil and gas production properties.

<PAGE> 26

                        MARATHON GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)


 5.  The financial statement provision for estimated income taxes and related
     tax payments or refunds have been reflected in the Marathon Group, the U.
     S. Steel Group and the Delhi Group financial statements in accordance with
     USX's tax allocation policy for such groups.  In general, such policy
     provides that the consolidated tax provision and related tax payments or
     refunds are allocated among the Marathon Group, the U. S. Steel Group and
     the Delhi Group for group financial statement purposes, based principally
     upon the financial income, taxable amount, credits, preferences and other
     amounts directly related to the respective groups.

     The provision for estimated income taxes for the Marathon Group is based on
     tax rates and amounts which recognize management's best estimate of current
     and deferred tax assets and liabilities.  Differences between the combined
     interim tax provisions of the Marathon, U. S. Steel and Delhi Groups and
     USX consolidated are allocated to each group based on the relationship of
     the individual group provisions to the combined interim provisions.

 6.  In 1993, USX adopted SFAS No. 112 and EITF No. 93-14. The cumulative effect
     of these changes in accounting principles decreased first quarter 1993 net
     income by $17 million, net of $10 million income tax effect, for SFAS No.
     112; and $6 million, net of $3 million income tax effect, for EITF No. 93-
     14.

 7.  In the first quarter of 1994, USX Capital LLC, a wholly owned subsidiary of
     USX, sold $250 million of 8-3/4% Cumulative Monthly Income Preferred Shares
     (MIPS).  In accordance with the USX policy of managing most financial
     activities on a centralized, consolidated basis, the proceeds from issuance
     of the MIPS and the related financial costs (which are included in interest
     and other financial costs) are attributed to all three groups in proportion
     to their respective participation in USX centrally managed financing
     activities.

 8.  The Marathon Group has entered into an agreement, subject to limited
     recourse, to sell certain accounts receivable including accounts receivable
     purchased from the Delhi Group.  Payments are collected from the sold
     accounts receivable; the collections are reinvested in new accounts
     receivable for the buyers; and a yield based on defined short-term market
     rates is transferred to the buyers.  At March 31, 1994, the balance of sold
     accounts receivable that had not been collected was $400 million.  Buyers
     have collection rights to recover payments from an amount of outstanding
     receivables equal to 120% of the outstanding receivables purchased on a
     nonrecourse basis.  Such overcollateralization cannot exceed $80 million.
     In the event of a change in control of USX, as defined in the agreement,
     the Marathon Group may be required to forward payments collected on sold
     accounts receivable to the buyers.

 9.  USX is the subject of, or a party to, a number of pending or threatened
     legal actions, contingencies and commitments relating to the Marathon Group
     involving a variety of matters, including laws and regulations relating to
     the environment.  Certain of these matters are discussed below.  The
     ultimate resolution of these contingencies could, individually or in the
     aggregate, be material to the Marathon Group financial statements.
     However, management


<PAGE> 27

                        MARATHON GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)
                                        
                                        
 9.  (Continued)

     believes that USX will remain a viable and competitive enterprise even
     though it is possible that these contingencies could be resolved
     unfavorably to the Marathon Group.  See discussion of Liquidity and Capital
     Resources in USX Consolidated Management's Discussion and Analysis of
     Financial Condition and Results of Operations.

     The Marathon Group is subject to federal, state, local and foreign laws and
     regulations relating to the environment.  These laws generally provide for
     control of pollutants released into the environment and require responsible
     parties to undertake remediation of hazardous waste disposal sites.
     Penalties may be imposed for noncompliance.  The Marathon Group provides
     for remediation costs and penalties when the responsibility to remediate is
     probable and the amount of associated costs is reasonably determinable.
     Generally, the timing of these accruals coincides with completion of a
     feasibility study or the commitment to a formal plan of action.  At March
     31, 1994, accrued liabilities for remediation and platform abandonment
     totaled $159 million.  It is not presently possible to estimate the
     ultimate amount of all remediation costs that might be incurred or the
     penalties that may be imposed.

     For a number of years, the Marathon Group has made substantial capital
     expenditures to bring existing facilities into compliance with various laws
     relating to the environment.  In 1993 and 1992, such capital expenditures
     totaled $123 million and $240 million, respectively.  The Marathon Group
     anticipates making additional such expenditures in the future; however, the
     exact amounts and timing of such expenditures are uncertain because of the
     continuing evolution of specific regulatory requirements.

         By reason of Executive Orders and related regulations under which the
    U.S. Government is continuing economic sanctions against Libya, the
    Marathon Group was required to discontinue performing its Libyan petroleum
    contracts on June 30, 1986.  In June 1989, the Department of the Treasury
    authorized the Marathon Group to resume performing under those contracts.
    Pursuant to that authorization, the Marathon Group has engaged the Libyan
    National Oil Company and the Secretary of Petroleum in continuing
    negotiations to determine when and on what basis they are willing to allow
    the Marathon Group to resume realizing revenue from the Marathon Group's
    investment of $108 million in Libya.  The Marathon Group is uncertain when
    these negotiations can be completed or how the negotiations will be
    affected by the United Nations sanctions against Libya.

     Guarantees by USX of the liabilities of affiliated and other entities of
     the Marathon Group totaled $18 million at March 31, 1994.

     At March 31, 1994, the Marathon Group's pro rata share of obligations of
     LOOP INC. and various pipeline affiliates secured by throughput and
     deficiency agreements totaled $204 million.  Under the agreements, the
     Marathon Group is required to advance funds if the affiliates are unable to
     service debt.  Any such advances are prepayments of future transportation
     charges.

     At March 31, 1994, contract commitments for the Marathon Group's capital
     expenditures for property, plant and equipment totaled $365 million
     compared with $284 million at December 31, 1993.

<PAGE> 28

                        MARATHON GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     The Marathon Group includes Marathon Oil Company ("Marathon"), a wholly
owned subsidiary of USX Corporation ("USX"), which is engaged in worldwide
exploration, production, transportation and marketing of crude oil and natural
gas; and domestic refining, marketing and transportation of petroleum products.
The following discussion should be read in conjunction with the first quarter
1994 USX consolidated financial information and the Marathon Group financial
statements and selected notes.

Results of Operations
- - ---------------------
     The Marathon Group reported net income of $110 million, or $.38 per share,
in the first quarter of 1994.  The Marathon Group's net income in the first
quarter of 1993 was $8 million, or $.02 per share, as restated to reflect the
unfavorable $23 million ($.08 per share) cumulative effect of changes in
accounting principles.

     First quarter 1994 sales totaled $2,747 million, a decrease from $2,954
million in the first quarter of 1993.  The 7% decrease primarily reflected lower
prices of worldwide liquid hydrocarbons and refined products, including matching
buy/sell transactions, partially offset by increased excise taxes.  Matching
buy/sell transactions and excise taxes are included in both sales and operating
costs, resulting in no effect on operating income.  Higher excise taxes were the
predominant factor in the increase in taxes other than income taxes which
totaled $597 million in the first quarter of 1994, compared with $496 million in
the first quarter of 1993.

     Operating income was $226 million in the first quarter of 1994, compared
with operating income of $106 million in the first quarter of 1993.  First
quarter operating income for 1994 and 1993 included favorable noncash effects of
$128 million and $23 million, respectively, resulting from decreases in the
inventory market valuation reserve.  The inventory market valuation reserve
reflects the extent to which the recorded costs of crude oil and refined product
inventories exceed net realizable value.  Subsequent changes to the inventory
market valuation reserve are dependent on changes in future crude oil and
refined product price levels and inventory turnover.  Excluding the effects of
these changes in the inventory market valuation reserve, operating income in the
first quarter of 1994 increased $15 million from the first quarter of 1993.  The
18% increase was primarily due to improved refined product margins, partially
offset by lower worldwide liquid hydrocarbon prices.  The following discussion
excludes the effects of the decreases in the inventory market valuation reserve.

     Operating income from worldwide exploration and production was $17 million
in the first quarter of 1994, compared with $71 million in the first quarter of
1993.  Domestic exploration and production operating income totaled $15 million
in the first quarter of 1994, compared with $61 million in the first quarter of
1993.  The 75% decrease was predominantly due to lower liquid hydrocarbon
prices, which declined $4.66 per barrel from the year-earlier period, and higher
dry well expenses, partially offset by increased natural gas prices and reduced
production expenses.

     International exploration and production operating income totaled $2
million in the first quarter of 1994, compared with $10 million in the first
quarter of

<PAGE> 29

                        MARATHON GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

1993.  The 80% decrease was primarily due to lower liquid hydrocarbon prices,
which declined $3.57 per barrel from the year-earlier period, partially offset
by reduced dry well expenses.

     Operating income from refining, marketing and transportation operations was
$97 million in the first quarter of 1994, compared with $32 million in the first
quarter of 1993.  The significant increase was predominantly due to higher
refined product margins primarily resulting from lower crude oil costs.  In May
1994, 36 gasoline stations were acquired from a leading independent retailer.

     Administrative expenses were $17 million in the first quarter of 1994,
compared with $21 million in the first quarter of 1993.  These costs include the
portion of the Marathon Group's administrative costs not allocated to the
individual business components and the portion of USX corporate general and
administrative costs allocated to the Marathon Group.

     Other income was $22 million in the first quarter of 1994, compared with
$10 million in the first quarter of 1993.  Other income increased primarily due
to the sale of certain domestic oil and gas production properties in the first
quarter of 1994.

     Interest and other financial costs were $77 million in the first quarter of
1994, compared with $68 million in the first quarter of 1993.  The increase
mainly reflected higher interest rates.

     The Marathon Group's average posted price of West Texas Intermediate, a
benchmark crude oil, averaged $14.73 per barrel in April 1994, compared to a
first quarter 1994 average of $13.17 per barrel; however, the outlook regarding
prices and costs for the Marathon Group's principal products is largely
dependent upon world market developments for crude oil and refined products.
Market conditions in the petroleum industry are cyclical and subject to global
economics and political events.

     In March 1994, representatives of the international consortium, led by
Marathon Oil Company, and the Russian Government signed a protocol agreement
furthering efforts to finalize a production sharing contract relating to the
development of the Lunskoye gas field and the Piltun-Astokhskoye oil field
offshore Sakhalin Island.  The negotiated production sharing contract
is subject to approval by various Russian ministries.  If the necessary
approvals are received, it is anticipated that the
formal signing of the production sharing contract will occur in 1994.  Any
further commitment will be conditioned upon the adoption of a set of laws,
regulations and permits by the necessary Russian authorities such that the
production sharing contract can be implemented.

Cash Flows
- - ----------
     Net cash provided from operating activities totaled $73 million in the
first quarter of 1994, compared with $46 million in the first quarter of 1993.

     Proceeds from the disposal of assets totaled $28 million in the first
quarter of 1994, unchanged from the first quarter of 1993.  Amounts in both
periods mainly reflected proceeds from the sale of various domestic oil and gas
production properties.

<PAGE> 30

                        MARATHON GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     Financial obligations decreased $37 million in the first quarter of 1994,
primarily reflecting net cash provided from operating activities and a reduction
in attributed cash and cash equivalents, partially offset by net cash flows used
in investing activities and dividends paid during the period.  Financial
obligations consist of the Marathon Group's portion of USX debt and preferred
stock of a consolidated subsidiary attributed to all three groups.

     In April 1994, settlement agreements were reached with two states relating
to state tax issues.  Settlement payments in excess of $120 million were made in
April 1994.  As a result of these settlements and ongoing negotiations with
various tax jurisdictions, a net favorable adjustment to income is expected to
be made in the second quarter of 1994.  The amount of this adjustment has not
yet been determined.

     For discussion of USX's liquidity and capital resources, see USX
Consolidated Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Capital Expenditures
- - --------------------
     Marathon Group capital expenditures for property, plant and equipment
totaled $113 million in the first quarter of 1994, compared with $166 million in
the first quarter of 1993.  The $53 million decline was primarily due to
decreased expenditures for development of the East Brae Field and SAGE system in
the United Kingdom.

     For the year 1994, capital expenditures are expected to decrease from $910
million in 1993 by approximately $100 million mainly reflecting decreased
expenditures for development of the East Brae Field and SAGE system in the
United Kingdom.

     Contract commitments for capital expenditures at March 31, 1994 were $365
million, compared with $284 million at year-end 1993.

Environmental Matters, Contingencies and Commitments
- - ----------------------------------------------------
     The Marathon Group has incurred and will continue to incur substantial
capital, operating and maintenance, and remediation expenditures as a result of
environmental laws and regulations.  In recent years, these expenditures have
increased primarily due to required product reformulation and process changes in
order to meet Clean Air Act obligations, although ongoing compliance costs have
also been significant.  To the extent these expenditures, as with all costs, are
not ultimately reflected in the prices of the Marathon Group's products and
services, operating results will be adversely affected.  The Marathon Group
believes that substantially all of its competitors are subject to similar
environmental laws and regulations.  However, the specific impact on each
competitor may vary depending on a number of factors, including the age and
location of their operating facilities, their production processes and whether
or not they are engaged in the petrochemical business or the marine
transportation of crude oil.


<PAGE> 31

                        MARATHON GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     USX has been notified that it is a potentially responsible party ("PRP") at
11 waste sites related to the Marathon Group under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") as of March
31, 1994.  In addition, there are 23 sites related to the Marathon Group where
USX has received information requests or other indications that USX may be a PRP
under CERCLA but
where sufficient information is not presently available to confirm the existence
of liability or make any judgment as to the amount thereof.  There are also 52
additional sites, excluding retail gasoline stations, related to the Marathon
Group where state governmental agencies or private parties are seeking
remediation under state environmental laws through discussions or litigation.
At many of these sites, USX is one of a number of parties involved and the total
cost of remediation, as well as USX's share thereof, is frequently dependent
upon the outcome of investigations and remedial studies.  The number of waste
sites in and of itself does not necessarily represent a relevant measure of
liability because the nature and extent of environmental concerns vary from site
to site, and USX's share of responsibility varies significantly.

     The Marathon Group accrues for environmental remediation activities when
the responsibility to remediate is probable and the amount of associated costs
is reasonably determinable.  As environmental remediation matters proceed toward
ultimate resolution or as additional remediation obligations arise, charges in
excess of those previously accrued may be required.

     USX is the subject of, or a party to, a number of pending or threatened
legal actions, contingencies and commitments relating to the Marathon Group
involving a variety of matters, including laws and regulations relating to the
environment (see Note 9 to the Marathon Group financial statements for a
discussion of certain of these matters).  The ultimate resolution of these
contingencies could, individually or in the aggregate, be material to the
Marathon Group financial statements.  However, management believes that USX will
remain a viable and competitive enterprise even though it is possible that these
contingencies could be resolved unfavorably to the Marathon Group.  See
discussion of Liquidity and Capital Resources in USX Consolidated Management's
Discussion and Analysis of Financial Condition and Results of Operations.

<PAGE> 32

<TABLE>
                        MARATHON GROUP OF USX CORPORATION
                             SUPPLEMENTAL STATISTICS
                             -----------------------
                                ($'s in Millions)
<CAPTION>
                                                         First Quarter
                                                         Ended March 31
                                                         --------------
                                                       1994         1993
                                                       ----         ----

<S>                                                   <C>           <C>
SALES                                                 $2,747        $2,954

OPERATING INCOME (LOSS)
  Exploration & Production
    Domestic                                             $15           $61
    International                                          2            10
  Refining, Marketing & Transportation                    97            32
  Gas Gathering & Processing                               1             1
  Administrative                                         (17)          (21)
  Inventory Mkt. Val. Res. Adj.                          128            23
                                                      ------        ------
Total Marathon Group                                    $226          $106

CAPITAL EXPENDITURES                                    $113          $166

EXPLORATION EXPENSES                                     $33           $28

OPERATING STATISTICS

Net Liquids Production (a):
    Domestic                                           110.5         112.9
    International                                       48.7          43.6
                                                      ------        ------
  Worldwide                                            159.2         156.5

Net Natural Gas Production (b):
    Domestic                                           572.4         568.4
    International                                      413.7         393.7
                                                      ------        ------
  Worldwide                                            986.1         962.1

Average Sales Prices:
  Liquid Hydrocarbons (per Bbl)
    Domestic                                          $11.19        $15.85
    International                                      13.91         17.48
  Natural Gas (per Mcf)
    Domestic                                           $2.07         $1.88
    International                                       1.44          1.56

Crude Oil Refined (a)                                  440.8         541.4
Refined Products Sold (a)                              686.0         706.4

- - ------------
<FN>
  (a) Thousands of barrels per day
  (b) Millions of cubic feet per day
</TABLE>


<PAGE> 33

Part I - Financial Information (Continued):

   C.  U. S. Steel Group

<TABLE>
                      U. S. STEEL GROUP OF USX CORPORATION
                       STATEMENT OF OPERATIONS (Unaudited)
                  --------------------------------------------
<CAPTION>
                                                     First Quarter Ended
                                                           March 31
(Dollars in millions, except per share amounts)        1994        1993*
- - --------------------------------------------------------------------------------
- - ---

<S>                                                  <C>           <C>
SALES                                                 $1,384        $1,208

OPERATING COSTS:
  Cost of sales (excludes items shown below)           1,303         1,079
  Selling, general and
   administrative expenses (credits)                     (30)          (33)
  Depreciation, depletion and amortization                78            76
  Taxes other than income taxes                           57            51
                                                     -------       -------
     Total operating costs                             1,408         1,173
                                                     -------       -------

OPERATING INCOME (LOSS)                                  (24)           35
Other income                                               5            27
Interest and other financial income                        3             5
Interest and other financial costs                       (38)          (48)
                                                     -------       -------
TOTAL INCOME (LOSS) BEFORE INCOME TAXES AND
 CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING PRINCIPLE                                    (54)           19

Less provision (credit) for estimated
 income taxes                                            (19)            9
                                                     -------       -------

TOTAL INCOME (LOSS) BEFORE CUMULATIVE EFFECT
 OF CHANGE IN ACCOUNTING PRINCIPLE                       (35)           10

Cumulative effect of change in
 accounting principle                                      -           (69)
                                                     -------       -------
NET LOSS                                                 (35)          (59)

Dividends on preferred stock                              (6)           (2)
                                                     -------       -------
NET LOSS APPLICABLE TO STEEL STOCK                      $(41)         $(61)
                                                     =======       =======






<FN>
*Restated as a result of the adoption of a new accounting standard.
Selected notes to financial statements appear on page 37-41.
</TABLE>


<PAGE> 34

<TABLE>
                      U. S. STEEL GROUP OF USX CORPORATION
                 STATEMENT OF OPERATIONS (Continued) (Unaudited)
                             INCOME PER COMMON SHARE
                 -----------------------------------------------
<CAPTION>
                                                      First Quarter Ended
                                                            March 31
(Dollars in millions, except per share amounts)        1994        1993*
- - --------------------------------------------------------------------------------
- - ---

<S>                                                   <C>           <C>
PER COMMON SHARE DATA:
Weighted average shares, in thousands:
  - Primary                                           73,598        59,978
  - Fully diluted                                     73,598        59,981

Primary and fully diluted:
  Total income (loss) before cumulative
   effect of change in accounting
   principle applicable to Steel Stock                 $(.56)         $.13
  Cumulative effect of change in accounting
   principle                                               -         (1.16)
  Net loss applicable to Steel Stock                    (.56)        (1.03)










<FN>
*Restated as a result of the adoption of a new accounting standard.
Selected notes to financial statements appear on pages 37-41.
</TABLE>


<PAGE> 35

<TABLE>
                      U. S. STEEL GROUP OF USX CORPORATION
                            BALANCE SHEET (Unaudited)
                    ----------------------------------------
<CAPTION>
                                                     March 31   December 31
(Dollars in millions)                                  1994         1993
- - --------------------------------------------------------------------------------
- - ----
<S>                                                  <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                              $47           $79
  Receivables, less allowance for doubtful
   accounts of $4 and $5                                 519           583
  Receivable from other groups                            13            13
  Inventories                                            629           629
  Deferred income tax benefits                           281           269
  Other current assets                                     2             2
                                                     -------       -------
     Total current assets                              1,491         1,575
Long-term receivables and other investments,
 less reserves of $22 and $22                            680           685
Property, plant and equipment, less accumulated
 depreciation, depletion and amortization of
 $6,035 and $5,984                                     2,623         2,653
Long-term deferred income tax benefits                   526           538
Prepaid pensions                                       1,117         1,084
Other noncurrent assets                                   86            81
                                                     -------       -------
     Total assets                                     $6,523        $6,616
                                                     =======       =======
LIABILITIES
Current liabilities:
  Notes payable                                           $7            $-
  Accounts payable                                       633         1,048
  Payroll and benefits payable                           339           349
  Accrued taxes                                          205           180
  Accrued interest                                        25            33
  Long-term debt due within one year                      12            11
                                                     -------       -------
     Total current liabilities                         1,221         1,621
Long-term debt, less unamortized discount              1,599         1,540
Employee benefits                                      2,513         2,491
Deferred credits and other liabilities                   364           347
Preferred stock of consolidated subsidiary                64             -
                                                     -------       -------
     Total liabilities                                 5,761         5,999

STOCKHOLDERS' EQUITY
Preferred stock                                           32            32
Common stockholders' equity                              730           585
                                                     -------       -------
     Total stockholders' equity                          762           617
                                                     -------       -------
     Total liabilities and stockholders' equity       $6,523        $6,616
                                                     =======       =======

<FN>
Selected notes to financial statements appear on pages 37-41.
</TABLE>


<PAGE> 36

<TABLE>
                      U. S. STEEL GROUP OF USX CORPORATION
                       STATEMENT OF CASH FLOWS (Unaudited)
                ------------------------------------------------
<CAPTION>
                                                       Three Months Ended
                                                            March 31
(Dollars in millions)                                  1994        1993*
- - --------------------------------------------------------------------------------
- - ----
<S>                                                     <C>           <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net loss                                                $(35)         $(59)
Adjustments to reconcile to net cash provided from
 (used in) operating activities:
  Accounting principle change                              -            69
  Depreciation, depletion and amortization                78            76
  Pensions                                               (42)          (63)
  Postretirement benefits other than pensions             20            50
  Deferred income taxes                                   (3)            5
  Gain on disposal of assets                              (1)          (38)
  B&LE litigation                                       (360)            -
  Changes in:
     Current receivables - sold                           (5)           29
                         - operating turnover             69             5
     Inventories                                           -           (49)
     Current accounts payable and accrued expenses       (41)           77
  All other items - net                                   18           (10)
                                                        ----          ----
     Net cash provided from (used in)
      operating activities                              (302)           92
                                                        ----          ----
INVESTING ACTIVITIES:
Capital expenditures                                     (44)          (36)
Disposal of assets                                         3            48
All other items - net                                      3           (11)
                                                        ----          ----
     Net cash provided from (used in)
      investing activities                               (38)            1
                                                        ----          ----
FINANCING ACTIVITIES:
U. S. Steel Group activity - debt attributed to all
 groups - net                                             64          (411)
Specifically attributed debt:
 Borrowings                                                2             4
 Repayments                                               (1)           (2)
Attributed preferred stock of consolidated subsidiary     62             -
Preferred stock issued                                     -           336
Steel Stock issued                                       205             6
Dividends paid                                           (24)          (15)
                                                        ----          ----
     Net cash provided from (used in)
      financing activities                               308           (82)
                                                        ----          ----
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     (32)           11
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR            79            22
                                                        ----          ----
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $47           $33
                                                        ====          ====
Cash used in operating activities included:
  Interest and other financial costs paid (net of
   amount capitalized)                                  $(97)         $(56)
  Income taxes refunded including settlements
   with other groups                                      37            48
<FN>
*Restated as a result of the adoption of a new accounting standard.
Selected notes to financial statements appear on pages 37-41.
</TABLE>


<PAGE> 37

                      U. S. STEEL GROUP OF USX CORPORATION
                     SELECTED NOTES TO FINANCIAL STATEMENTS
                     --------------------------------------
                                   (Unaudited)
                                        
                                        
 1.  The information furnished in these financial statements is unaudited but,
     in the opinion of management, reflects all adjustments necessary for a fair
     presentation of the results for the periods covered.  All such adjustments
     are of a normal recurring nature unless disclosed otherwise.  These
     financial statements, including selected notes, have been prepared in
     accordance with the applicable rules of the Securities and Exchange
     Commission and do not include all of the information and disclosures
     required by generally accepted accounting principles for complete financial
     statements.  Additional information is contained in the USX Annual Report
     on Form 10-K for the year ended December 31, 1993.  Financial data for the
     first quarter of 1993 has been restated to reflect the adoption of
     Statement of Financial Accounting Standards No. 112, "Employers' Accounting
     for Postemployment Benefits" (SFAS No. 112) (see Note 7).

     The financial statements of the U. S. Steel Group include the financial
     position, results of operations and cash flows for all businesses of USX
     other than the businesses, assets and liabilities included in the Marathon
     Group or the Delhi Group, and a portion of the corporate assets and
     liabilities and related transactions which are not separately identified
     with ongoing operating units of USX.  These financial statements are
     prepared using the amounts included in the USX consolidated financial
     statements.  Corporate amounts reflected in these financial statements are
     determined based upon methods which management believes to be reasonable.
     The accounting policies applicable to the preparation of the financial
     statements of the U. S. Steel Group may be modified or rescinded in the
     sole discretion of the Board of Directors of USX (Board), although the
     Board has no present intention to do so.  The Board may also adopt
     additional policies depending on the circumstances.

     Although the financial statements of the U. S. Steel Group, the Marathon
     Group and the Delhi Group separately report the assets, liabilities
     (including contingent liabilities) and stockholders' equity of USX
     attributed to each such group, such attribution does not affect legal title
     to such assets and responsibility for such liabilities.  Holders of USX-
     U. S. Steel Group Common Stock (Steel Stock), USX-Marathon Group Common
     Stock (Marathon Stock) and USX-Delhi Group Common Stock (Delhi Stock) are
     holders of common stock of USX and continue to be subject to all the risks
     associated with an investment in USX and all of its businesses and
     liabilities.  Financial impacts arising from any of the U. S. Steel Group,
     the Marathon Group or the Delhi Group which affect the overall cost of
     USX's capital could affect the results of operations and financial
     condition of all groups.  In addition, net losses of any group, as well as
     dividends or distributions on any class of USX common stock or series of
     Preferred Stock and repurchase of any class of USX common stock or certain
     series of Preferred Stock, will reduce the funds of USX legally available
     for payment of dividends on all classes of common stock.  Accordingly, the
     USX consolidated financial information should be read in connection with
     the U. S. Steel Group financial information.

 2.  The method of calculating net income (loss) per share for the Steel Stock,
     Marathon Stock and Delhi Stock reflects the Board's intent that the
     separately reported earnings and surplus of the U. S. Steel Group, the
     Marathon Group and the Delhi Group, as determined consistent with the USX
     Certificate of

<PAGE> 38

                      U. S. STEEL GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)
                                        

 2.  (Continued)

     Incorporation, are available for payment of dividends to the respective
     classes of stock, although legally available funds and liquidation
     preferences of these classes of stock do not necessarily correspond with
     these amounts.

     Primary net income (loss) per share is calculated by adjusting net income
     (loss) for dividend requirements of preferred stock and is based on the
     weighted average number of common shares outstanding plus common stock
     equivalents, provided they are not antidilutive.  Common stock equivalents
     result from assumed exercise of stock options and surrender of stock
     appreciation rights associated with stock options, where applicable.

     Fully diluted net income (loss) per share assumes conversion of convertible
     securities for the applicable periods outstanding and assumes exercise of
     stock options and surrender of stock appreciation rights,  provided, in
     each case, the effect is not antidilutive.

 3.  Inventories are carried at the lower of cost or market.  Cost of
     inventories is determined primarily under the last-in, first-out (LIFO)
     method.

<TABLE>
<CAPTION>
                                                         (In millions)
                                                    -----------------------
                                                     March 31   December 31
                                                       1994         1993
                                                     --------   -----------
    <S>                                                 <C>          <C>
    Raw materials                                        $93         $108
    Semi-finished products                               323          329
    Finished products                                    134          125
    Supplies and sundry items                             79           67
                                                        ----         ----
      Total                                             $629         $629
                                                        ====         ====
</TABLE>

     Cost of sales was reduced and operating income was increased by $14 million
     in the first quarter of 1993 as a result of liquidations of LIFO
     inventories (immaterial in the 1994 period).

 4.  Operating income included net periodic pension credits of $30 million and
     $51 million in the first quarter of 1994 and 1993, respectively.  These
     pension credits are primarily noncash and for the most part are included in
     selling, general and administrative expenses. The expected long-term rate
     of return on plan assets, which is reflected in the calculation of net
     periodic pension credits, was reduced to 9% in 1994 from 10% in 1993.

 5.  Other income in the first quarter of 1993 included a pretax gain of $38
     million from disposal of assets, primarily related to the sale of an
     investment in an insurance company.


<PAGE> 39

                      U. S. STEEL GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)


 6.  The financial statement provision for estimated income taxes and related
     tax payments or refunds have been reflected in the U. S. Steel Group, the
     Marathon Group and the Delhi Group financial statements in accordance with
     USX's tax allocation policy for such groups.  In general, such policy
     provides that the consolidated tax provision and related tax payments or
     refunds are allocated among the U. S. Steel Group, the Marathon Group and
     the Delhi Group for group financial statement purposes, based principally
     upon the financial income, taxable amount, credits, preferences and other
     amounts directly related to the respective groups.

     The provision (credit) for estimated income taxes for the U. S. Steel Group
     is based on tax rates and amounts which recognize management's best
     estimate of current and deferred tax assets and liabilities.  Differences
     between the combined interim tax provisions of the U. S. Steel, Marathon
     and Delhi Groups and USX consolidated are allocated to each group based on
     the relationship of the individual group provisions to the combined interim
     provisions.

 7.  In 1993, USX adopted SFAS No. 112. The cumulative effect of this change in
     accounting principle decreased first quarter 1993 net income of the U. S.
     Steel Group by $69 million, net of $40 million income tax effect.

 8.  In the first quarter of 1994, USX sold 5,000,000 shares of USX-U. S. Steel
     Group Common Stock to the public for net proceeds of $201 million, which
     have been reflected in their entirety in the financial statements of the U.
     S. Steel Group.

     In the first quarter of 1994, USX Capital LLC, a wholly owned subsidiary of
     USX, sold $250 million of 8-3/4% Cumulative Monthly Income Preferred Shares
     (MIPS).  In accordance with the USX policy of managing most financial
     activities on a centralized, consolidated basis, the proceeds from issuance
     of the MIPS and the related financial costs (which are included in interest
     and other financial costs) are attributed to all three groups in proportion
     to their respective participation in USX centrally managed financing
     activities.

 9.  The U. S. Steel Group has entered into an agreement to sell certain
     accounts receivable subject to limited recourse.  Payments are collected
     from the sold accounts receivable; the collections are reinvested in new
     accounts receivable for the buyers; and a yield based on defined short-term
     market rates is transferred to the buyers.  At March 31, 1994, the balance
     of sold accounts receivable that had not been collected was $335 million.
     Buyers have collection rights to recover payments from an amount of
     outstanding receivables equal to 120% of the outstanding receivables
     purchased on a nonrecourse basis.  Such overcollateralization cannot exceed
     $70 million.  In the event of a change in control of USX, as defined in the
     agreement, the U. S. Steel Group may be required to forward payments
     collected on sold accounts receivable to the buyers.


<PAGE> 40

                      U. S. STEEL GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)


 9.  (Continued)

     Prior to 1993, USX Credit, a division of USX, sold certain of its loans
     receivable subject to limited recourse.  USX Credit continues to collect
     payments from the loans and transfer to the buyers principal collected plus
     yield based on defined short-term market rates.  At March 31, 1994, the
     balance of sold loans receivable subject to recourse was $187 million.  As
     of March 31, 1994, USX Credit had outstanding loan commitments of $28
     million.  USX Credit is not actively making new loan commitments.  In the
     event of a change in control of USX, as defined in the agreement, the U. S.
     Steel Group may be required to provide cash collateral in the amount of the
     uncollected loans receivable to assure compliance with the limited recourse
     provisions.

10.  USX is the subject of, or a party to, a number of pending or threatened
     legal actions, contingencies and commitments involving a variety of matters
     including laws and regulations relating to the environment.  Certain of
     these matters are discussed below.  The ultimate resolution of these
     contingencies could, individually or in the aggregate, be material to the
     U. S. Steel Group financial statements.  However, management believes that
     USX will remain a viable and competitive enterprise even though it is
     possible that these contingencies could be resolved unfavorably to the U.
     S. Steel Group.  See discussion of Liquidity and Capital Resources in USX
     Consolidated Management's Discussion and Analysis of Financial Condition
     and Results of Operations.

     In the first quarter of 1994, USX paid $360 million in judgments against
     the Bessemer & Lake Erie Railroad (B&LE) in the Lower Lake Erie Iron Ore
     Antitrust Litigation (MDL-587).  Two other plaintiffs in this case have had
     their damage claims remanded for retrial.  A new trial may result in awards
     more or less than the original asserted claims of $8 million and would be
     subject to trebling.

     In June 1990, following judgments entered on behalf of plaintiffs in MDL-
     587, Armco Steel (presently, AK Steel) filed federal antitrust claims
     against the B&LE and other railroads in the
     Federal District Court for the District of Columbia.  B&LE successfully
     challenged the actions for lack of jurisdiction and venue, and the case was
     transferred to the Federal District Court for the Northern District of
     Ohio.  Other defendant railroads settled with Armco, leaving B&LE the only
     remaining defendant.  On April 7, 1993, B&LE's motion to dismiss the
     federal antitrust claims on grounds of statute of limitations was granted.
     Subsequently, Armco refiled its claims under the Ohio Valentine Act. B&LE's
     motions for summary judgment on time bar issues and for change of venue are
     pending.  No discovery has been taken on the merits of Armco's claims, but
     if Armco survives the present and possibly further pre-trial motions and
     the case proceeds to trial on the merits, Armco's claimed damages are
     likely to be substantial.  The B&LE was a wholly owned subsidiary of USX
     throughout the period the alleged conduct occurred.  It is now a subsidiary
     of Transtar in which USX has a 46% equity interest.  It is USX's position
     that the Armco case was not an excluded liability in the sale of USX's
     transportation units to Transtar in 1988, and that USX therefore is not
     obligated to reimburse Transtar for any judgments rendered in the Armco
     case; however, this position is being disputed by Transtar and The
     Blackstone Group, the ultimate owner of 53% of Transtar's outstanding
     shares.


<PAGE> 41

                      U. S. STEEL GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)


10.  (Continued)

     On November 3, 1992, the United States District Court for the District of
     Utah Central Division issued a Memorandum Opinion and Order in Pickering v.
     USX relating to pension and compensation claims by approximately 1,900
     employees of USX's former Geneva (Utah) Works.  Although the court
     dismissed a number of the claims by the plaintiffs, it found that USX had
     violated the Employee Retirement Income Security Act by interfering with
     the accrual of pension benefits of certain employees and amending a benefit
     plan to reduce the accrual of future benefits without proper notice to plan
     participants.  Further proceedings were held to determine damages and,
     pending the court's determinations, USX may appeal.  Plaintiffs' counsel
     has been reported as estimating plaintiffs' anticipated recovery to be in
     excess of $100 million. USX believes actual damages will be substantially
     less than plaintiffs' estimates.  In the first quarter of 1994, USX entered
     into settlement agreements with 208 plaintiffs providing for releases of
     liability against USX and the aggregate payment of approximately $1 million
     by USX.  A joint motion to dismiss these plaintiffs from the case with
     prejudice is in the process of being prepared.

     The U. S. Steel Group is subject to federal, state and local and foreign
     laws and regulations relating to the environment.  These laws generally
     provide for control of pollutants released into the environment and require
     responsible parties to undertake remediation of hazardous waste disposal
     sites.  Penalties may be imposed for noncompliance.  The U. S. Steel Group
     provides for remediation costs and penalties when the responsibility to
     remediate is probable and the amount of associated costs is reasonably
     determinable.  Generally, the timing of these accruals coincide with
     completion of a feasibility study or the commitment to a formal plan of
     action.  At March 30, 1994, accrued liabilities for remediation and mine
     reclamation totaled $160 million.  It is not presently possible to estimate
     the ultimate amount of all remediation costs that might be incurred or the
     penalties that may be imposed.

     For a number of years, the U. S. Steel Group has made substantial capital
     expenditures to bring existing facilities into compliance with various laws
     relating to the environment.  In 1993 and 1992, such capital expenditures
     totaled $53 million and $52 million, respectively.  The U. S. Steel Group
     anticipates making additional such expenditures in the future; however, the
     exact amounts and timing of such expenditures are uncertain because of the
     continuing evolution of specific regulatory requirements.

     Guarantees by USX of the liabilities of affiliated entities of the U. S.
     Steel Group totaled $202 million at March 31, 1994.  In the event that any
     defaults of guaranteed liabilities occur, USX has access to its interest in
     the assets of the affiliates to reduce U. S. Steel Group losses resulting
     from these guarantees.  As of March 31, 1994, the largest guarantee for a
     single affiliate was $96 million.

     At March 31, 1994, contract commitments for the U. S. Steel Group's capital
     expenditures for property, plant and equipment totaled $140 million
     compared with $105 million at December 31, 1993.

<PAGE> 42

                      U. S. STEEL GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     The U. S. Steel Group includes U. S. Steel, which is primarily engaged in
the production and sale of a wide range of steel mill products, coke and
taconite pellets.  The U. S. Steel Group also includes the management of mineral
resources, domestic coal mining, engineering and consulting services and
technology licensing (together with U. S. Steel, the "Steel and Related
Businesses").  Other businesses that are part of the U. S. Steel Group include
real estate development and management, fencing products, leasing and financing
activities and a majority interest in a titanium metal products company.  The
following discussion should be read in conjunction with the first quarter 1994
USX consolidated financial information and the U. S. Steel Group financial
statements and selected notes.

Results of Operations
- - ---------------------
     The U. S. Steel Group had a net loss of $35 million, or $.56 per share, in
the first quarter of 1994.  The U. S. Steel Group's net loss in the first
quarter of 1993 was $59 million, or $1.03 per share, as restated to reflect the
unfavorable $69 million ($1.16 per share) cumulative effect of a change in
accounting principle.

     First quarter 1994 sales for the U. S. Steel Group totaled $1.4 billion
compared with $1.2 billion in the same quarter of 1993.  The $176 million
increase mainly reflected higher steel shipment volumes and prices, and
increased commercial shipments of coke and ore.  These were partially offset by
lower commercial shipments of coal due primarily to the sale of the Cumberland
Mine in June 1993.

     The U. S. Steel Group reported an operating loss of $24 million in the
first quarter of 1994 compared with restated operating income of $35 million in
the same quarter of 1993.  The $59 million decline reflected lower results from
Steel and Related Businesses and from Administrative.

     Steel and Related Businesses reported an operating loss of $36 million in
the first quarter of 1994 compared with operating income of $7 million in the
same quarter last year.  First quarter results in 1993 benefited from a $28
million favorable effect from the utilization of funds from previously
established insurance reserves to pay for certain employee insurance benefits.
Excluding this favorable effect, the $15 million decline in operating results
for Steel and Related Businesses primarily resulted from utility curtailments
and other severe winter weather complications; outages at Mon Valley (PA) Works
and Gary (IN) Works; and higher pension, scrap metal and steel labor costs.
These negative factors were partially offset by the favorable effects of higher
steel prices and shipment volumes.

     January's record low temperatures and extreme snow and ice conditions
disrupted raw materials and steel producing operations and caused mandated
utility curtailments at U. S. Steel facilities in the Midwest and Northeast.  In
addition, in March, a steel ladle failure at Mon Valley Works caused extensive
damage and required the shutdown of steel production facilities for 13 days.
This outage resulted in costs for facility repairs, lost steel production and
reduced operating levels at downstream finishing facilities.  Steel production
at Mon Valley Works returned to normal levels in early April.  Production was
also adversely affected by planned outages for modernization of the Gary Works
hot strip mill.

<PAGE> 43

                      U. S. STEEL GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     The increase in pension costs was primarily due to a lower assumed long-
term rate of return on plan assets and enhanced pension benefits under the new
labor agreement with the United Steelworkers of America.  The increase in steel
labor costs mainly reflected a signing bonus paid under terms of the new labor
agreement.

     Other Businesses had an operating loss of $7 million in the first quarter
of 1994, unchanged from the same quarter in 1993.

     Operating income from Administrative, which includes pension credits, other
postretirement benefit costs and certain other expenses principally attributable
to former business units of the U. S. Steel Group, as well as the portion of USX
corporate general and administrative costs allocated to the U. S. Steel Group,
totaled $19 million in the first quarter of 1994 compared with $35 million in
the first quarter of 1993.  The decrease was mainly due to higher accruals for
environmental remediation and increased retiree medical costs.

     Other income in the first quarter of 1993 included a pretax gain of $38
million from the disposal of assets, including the sale of an investment in an
insurance company.

     First quarter 1994 steel shipments of 2.5 million tons increased 9% from
the same quarter of 1993.  Raw steel production in the first quarter of 1994
totaled 2.7 million tons and reflected a slight decrease from the first quarter
of 1993.  Raw steel production in the first quarter of 1994 averaged 93% of
capability versus 94% of capability in the first quarter of 1993.

     In the second quarter of 1994, steel shipments are projected to remain at
current high levels and average steel transaction prices are anticipated to
continue to reflect modest improvements.  On the negative side, second quarter
operations are expected to be adversely affected by a planned outage at Gary
Works for a pickle line modernization project, continuation of the Gary Works
hot strip mill modernization project and the continuing effects of higher
pension and labor costs under the new labor agreement.

     The domestic steel industry has been adversely affected by unfairly traded
imports.  Steel imports to the United States accounted for an estimated 19%, 17%
and 18% of the domestic steel market in 1993, 1992 and 1991, respectively.
Following the decisions by the International Trade Commission ("ITC") in July
1993, which are currently on appeal, levels of imported steel increased with
imports accounting for an estimated 22% of the domestic steel market in the
fourth quarter of 1993 and 24% in the first two months of 1994.  While foreign
imports continue to be a problem for the domestic steel industry, market prices
for steel products have generally remained firm because of strong demand, and
USX has successfully obtained some price increases.  USX is unable to predict
the ultimate effect the ITC decision may have on the business or results of
operations of the U. S. Steel Group; however, the higher levels of imported
steel may negatively impact product prices and shipment levels.

     USX will file additional antidumping and countervailing duty petitions if
unfairly traded imports adversely impact, or threaten to adversely impact, the
results of the U. S. Steel Group.

<PAGE> 44

                      U. S. STEEL GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Cash Flows
- - ----------
     Net cash used in operating activities was $302 million in the first quarter
of 1994 compared with net cash provided from operating activities of $92 million
in the same period of 1993.  The unfavorable change primarily reflected payments
of $360 million in the first quarter of 1994 related to the Lower Lake Erie Iron
Ore Antitrust Litigation against the Bessemer & Lake Erie Railroad.  In
addition, net cash provided from operating activities in the first quarter of
1993 benefited from a $69 million favorable effect from the use of available
funds from previously established insurance reserves to pay for certain active
and retired employee insurance benefits.

     Cash from the disposal of assets was $3 million in the first quarter of
1994, down $45 million from the same period in 1993.  The 1993 proceeds mainly
reflected the sale of an investment in an insurance company.

     Financial obligations increased by $127 million in the first quarter of
1994, primarily reflecting the U. S. Steel Group's net cash used in operating
activities, partially offset by proceeds from the issuance of Steel Stock.
These financial obligations consist of the U. S. Steel Group's portion of USX
debt and preferred stock of a consolidated subsidiary attributed to all three
groups, as well as debt and financing agreements specifically attributed to the
U. S. Steel Group.

     In February 1994, USX sold 5,000,000 shares of Steel Stock to the public
for net proceeds of $201 million which were reflected in their entirety in the
U. S. Steel Group financial statements.

     For discussion of USX's liquidity and capital resources, see USX
Consolidated Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Capital Expenditures
- - --------------------
     U. S. Steel Group capital expenditures for property, plant and equipment in
the first quarter of 1994 were $44 million compared with $36 million in the same
period in 1993.

     For the year 1994, capital expenditures are expected to total approximately
$250 million compared with $198 million in 1993.  Capital expenditures in 1994
will include continued expenditures for projects begun in 1993 relative to
environmental, hot-strip mill and pickle line improvements at Gary Works and
initial expenditures for a blast furnace reline project at Mon Valley Works
which is planned for completion in 1995.

     Contract commitments for capital expenditures at March 31, 1994, were $140
million compared with $105 million at year-end 1993.

<PAGE> 45

                      U. S. STEEL GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Environmental Matters, Contingencies and Commitments
- - ----------------------------------------------------
     The U. S. Steel Group has incurred and will continue to incur substantial
capital, operating and maintenance, and remediation expenditures as a result of
environmental laws and regulations.  In recent years, these expenditures have
been mainly for process changes in order to meet Clean Air Act obligations,
although ongoing compliance costs have also been significant.  To the extent
these expenditures, as with all costs, are not ultimately reflected in the
prices of the U. S. Steel Group's products and services, operating results will
be adversely affected.  The U. S. Steel Group believes that all of its domestic
competitors are subject to similar environmental laws and regulations.  However,
the specific impact on each competitor may vary depending on a number of
factors, including the age and location of their operating facilities and their
production methods.

     USX has been notified that it is a potentially responsible party ("PRP") at
44 waste sites related to the U. S. Steel Group under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") as of March
31, 1994.  In addition, there are 29 sites related to the U. S. Steel Group
where USX has received information requests or other indications that USX may be
a PRP under CERCLA but where sufficient information is not presently available
to confirm the existence of liability or make any judgment as to the amount
thereof.  There are also 16 additional sites related to the U. S. Steel Group
where state governmental agencies or private parties are seeking remediation
under state environmental laws through discussions or litigation.  At many of
these sites, USX is one of a number of parties involved and the total cost of
remediation, as well as USX's share thereof, is frequently dependent upon the
outcome of investigations and remedial studies.  The number of waste sites in
and of itself does not necessarily represent a relevant measure of liability
because the nature and extent of environmental concerns vary from site to site,
and USX's share of responsibility varies significantly.

     The U. S. Steel Group accrues for environmental remediation activities when
the responsibility to remediate is probable and the amount of associated costs
is reasonably determinable.  As environmental remediation matters proceed toward
ultimate resolution or as additional remediation obligations arise, charges in
excess of those previously accrued may be required.

     USX is the subject of, or a party to, a number of pending or threatened
legal actions, contingencies and commitments relating to the U. S. Steel Group
involving a variety of matters, including laws and regulations relating to the
environment (see Note 10 to the U. S. Steel Group financial statements for a
discussion of certain of these matters).  The ultimate resolution of these
contingencies could, individually or in the aggregate, be material to the U. S.
Steel Group financial statements.  However, management believes that USX will
remain a viable and competitive enterprise even though it is possible that these
contingencies could be resolved unfavorably to the U. S. Steel Group.  See
discussion of Liquidity and Capital Resources in USX Consolidated Management's
Discussion and Analysis of Financial Condition and Results of Operations.

<PAGE> 46

<TABLE>
                      U. S. STEEL GROUP OF USX CORPORATION
                             SUPPLEMENTAL STATISTICS
                      ------------------------------------
                                ($'s in Millions)
<CAPTION>
                                                         First Quarter
                                                         Ended March 31
                                                         --------------
                                                       1994         1993
                                                       ----         ----
<S>                                                   <C>           <C>
SALES

  Steel and Related Businesses (a)                    $1,334        $1,166
  Other Businesses (b)                                    50            42
                                                      ------        ------
    Total U. S. Steel Group                           $1,384        $1,208


OPERATING INCOME (LOSS)

  Steel and Related Businesses (a)                      $(36)           $7
  Other Businesses (b)                                    (7)           (7)
  Administrative (c)                                      19            35
                                                      ------        ------
    Total U. S. Steel Group                             $(24)          $35


CAPITAL EXPENDITURES                                     $44           $36


OPERATING STATISTICS

  Public & Affiliated Steel Shipments (d)              2,461         2,252
  Raw Steel-Production (d)                             2,743         2,751
  Raw Steel-Capability Utilization                     92.8%         94.1%

- - ------------
<FN>
  (a) Includes the production and sale of steel products, coke and taconite
      pellets; domestic coal mining; the management of mineral resources; and
      engineering and consulting services and technology licensing.

  (b) Includes real estate; fencing products; leasing and financing activities;
      and titanium metal products.

  (c) Includes pension credits, other postretirement benefit costs and certain
      other expenses principally attributable to former business units of the
      U. S. Steel Group as well as the portion of USX corporate general and
      administrative costs allocated to the U. S. Steel Group.

  (d) Thousands of net tons
</TABLE>


<PAGE> 47

Part I - Financial Information (Continued):

   D.  Delhi Group

<TABLE>
                         DELHI GROUP OF USX CORPORATION
                       STATEMENT OF OPERATIONS (Unaudited)
                  --------------------------------------------
<CAPTION>
                                                      First Quarter Ended
                                                            March 31
(Dollars in millions, except per share amounts)        1994         1993
- - --------------------------------------------------------------------------------
- - ---
<S>                                                  <C>           <C>
SALES                                                 $154.4        $131.0

OPERATING COSTS:
  Cost of sales (excludes items shown below)           133.4          95.2
  Selling, general and administrative expenses           7.1           7.0
  Depreciation, depletion and amortization               9.3           9.4
  Taxes other than income taxes                          2.1           2.3
                                                     -------       -------
     Total operating costs                             151.9         113.9
                                                     -------       -------
OPERATING INCOME                                         2.5          17.1
Other income                                              .9           2.8
Interest and other financial costs                      (2.7)         (2.5)
                                                     -------       -------
TOTAL INCOME BEFORE INCOME TAXES                          .7          17.4

Less provision for estimated income taxes                 .3           8.7
                                                     -------       -------
NET INCOME                                                .4           8.7

Net income applicable to Retained Interest               (.1)         (3.1)
                                                     -------       -------
NET INCOME APPLICABLE TO OUTSTANDING
 DELHI STOCK                                             $.3          $5.6
                                                     =======       =======
PER COMMON SHARE DATA:
Weighted average shares, in thousands
  - Primary and fully diluted                          9,332         9,006

Primary and fully diluted:
 Net income applicable to outstanding Delhi Stock       $.03          $.62













<FN>
Selected notes to financial statements appear on page 50-52.
</TABLE>


<PAGE> 48

<TABLE>
                         DELHI GROUP OF USX CORPORATION
                            BALANCE SHEET (Unaudited)
                    ----------------------------------------
<CAPTION>
                                                    March 31    December 31
(Dollars in millions)                                  1994         1993
- - --------------------------------------------------------------------------------
- - ----
<S>                                                  <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                             $1.0          $3.8
  Receivables, less allowance for doubtful
   accounts of $.6 and $.5                               9.2          24.2
  Inventories                                            7.7           9.6
  Other current assets                                   4.6           4.6
                                                     -------       -------
     Total current assets                               22.5          42.2
Long-term receivables and other investments             14.9          14.7
Property, plant and equipment, less accumulated
 depreciation, depletion and amortization of
 $495.2 and $491.5                                     518.5         521.8
Other noncurrent assets                                  1.9           1.7
                                                     -------       -------
     Total assets                                     $557.8        $580.4
                                                     =======       =======
LIABILITIES
Current liabilities:
  Notes payable                                          $.4            $-
  Accounts payable                                      92.8          88.9
  Payable to the U. S. Steel Group                        .3            .3
  Payroll and benefits payable                           2.0           1.8
  Accrued taxes                                          8.1           8.1
  Accrued interest                                       1.3           2.7
  Long-term debt due within one year                      .6            .6
                                                     -------       -------
     Total current liabilities                         105.5         102.4
Long-term debt, less unamortized discount               83.4         109.0
Long-term deferred income taxes                        152.8         154.0
Deferred credits and other liabilities                   7.1           9.5
Preferred stock of consolidated subsidiary               3.8             -
                                                     -------       -------
     Total liabilities                                 352.6         374.9

STOCKHOLDERS' EQUITY
Preferred stock                                          2.5           2.5
Common stockholders' equity                            202.7         203.0
                                                     -------       -------
     Total stockholders' equity                        205.2         205.5
                                                     -------       -------
     Total liabilities and stockholders' equity       $557.8        $580.4
                                                     =======       =======





<FN>
Selected notes to financial statements appear on pages 50-52.
</TABLE>


<PAGE> 49

<TABLE>
                         DELHI GROUP OF USX CORPORATION
                       STATEMENT OF CASH FLOWS (Unaudited)
                ------------------------------------------------
<CAPTION>
                                                       Three Months Ended
                                                            March 31
(Dollars in millions)                                  1994         1993
- - --------------------------------------------------------------------------------
- - ----
<S>                                                    <C>           <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net income                                               $.4          $8.7
Adjustments to reconcile to net cash provided from
 operating activities:
  Depreciation, depletion and amortization               9.3           9.4
  Pensions                                                .6            .4
  Deferred income taxes                                 (1.2)         (1.1)
  Gain on disposal of assets                             (.7)         (2.1)
  Changes in:
     Current receivables - sold                         12.7           3.8
                         - operating turnover            2.4           6.9
     Inventories                                         2.0           (.5)
     Current accounts payable and accrued expenses       2.7         (11.7)
  All other items - net                                 (4.3)         (2.0)
                                                        ----          ----
     Net cash provided from operating activities        23.9          11.8
                                                        ----          ----
INVESTING ACTIVITIES:
Capital expenditures                                    (4.9)         (4.5)
Disposal of assets                                        .7           2.5
                                                        ----          ----
     Net cash used in investing activities              (4.2)         (2.0)
                                                        ----          ----
FINANCING ACTIVITIES:
Delhi Group activity - USX debt attributed to all
 groups - net                                          (25.5)         (8.3)
Attributed preferred stock of consolidated subsidiary    3.7             -
Dividends paid                                           (.5)          (.5)
Payment attributed to Retained Interest                  (.2)          (.2)
                                                        ----          ----
     Net cash used in financing activities             (22.5)         (9.0)
                                                        ----          ----
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    (2.8)           .8
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR           3.8            .1
                                                        ----          ----
CASH AND CASH EQUIVALENTS AT END OF PERIOD              $1.0           $.9
                                                        ====          ====
Cash used in operating activities included:
  Interest and other financial costs paid              $(3.9)        $(3.0)
  Income taxes paid including settlements
   with other groups                                     (.3)         (9.0)





<FN>
Selected notes to financial statements appear on pages 50-52.
</TABLE>


<PAGE> 50

                         DELHI GROUP OF USX CORPORATION
                     SELECTED NOTES TO FINANCIAL STATEMENTS
                     --------------------------------------
                                   (Unaudited)
                                        

 1.  The information furnished in these financial statements is unaudited but,
     in the opinion of management, reflects all adjustments necessary for a fair
     presentation of the results for the periods covered.  All such adjustments
     are of a normal recurring nature unless disclosed otherwise.  These
     financial statements, including selected notes, have been prepared in
     accordance with the applicable rules of the Securities and Exchange
     Commission and do not include all of the information and disclosures
     required by generally accepted accounting principles for complete financial
     statements.  Additional information is contained in the USX Annual Report
     on Form 10-K for the year ended December 31, 1993.

 2.  The financial statements of the Delhi Group include the financial position,
     results of operations and cash flows for the businesses of Delhi Gas
     Pipeline Corporation (DGP) and certain other subsidiaries of USX, and a
     portion of the corporate assets and liabilities and related transactions
     which are not separately identified with ongoing operating units of USX.
     These financial statements are prepared using amounts included in the USX
     consolidated financial statements.  Corporate amounts reflected in these
     financial statements are determined based upon methods which management
     believes to be reasonable.  The accounting policies applicable to the
     preparation of the financial statements of the Delhi Group may be modified
     or rescinded in the sole discretion of the Board of Directors of USX
     (Board), although the Board has no present intention to do so.  The Board
     may also adopt additional policies depending on the circumstances.

     The Board has designated 14,003,000 shares of USX-Delhi Group Common Stock
     (Delhi Stock) to represent 100% of the common stockholders' equity value of
     USX attributable to the Delhi Group as of March 31, 1994.  The Delhi
     Fraction is the percentage interest in the Delhi Group represented by the
     shares of Delhi Stock that are outstanding at any particular time and,
     based on 9,366,673 outstanding shares at March 31, 1994, is approximately
     67%.  The Marathon Group financial statements reflect a Retained Interest
     in the Delhi Group of approximately 33%.

     Although the financial statements of the Delhi Group, the Marathon Group
     and the U. S. Steel Group separately report the assets, liabilities
     (including contingent liabilities) and stockholders' equity of USX
     attributed to each such group, such attribution does not affect legal title
     to such assets or responsibility for such liabilities.  Holders of Delhi
     Stock, USX-Marathon Group Common Stock (Marathon Stock) and USX-U. S. Steel
     Group Common Stock (Steel Stock) are holders of common stock of USX and
     continue to be subject to all the risks associated with an investment in
     USX and all of its businesses and liabilities.  Financial impacts arising
     from any of the Delhi Group, the Marathon Group or the U. S. Steel Group
     which affect the overall cost of USX's capital could affect the results of
     operations and financial condition of all groups.  In addition, net losses
     of any group, as well as dividends or distributions on any class of USX
     common stock or series of Preferred Stock and repurchases of any class of
     USX common stock or certain series of Preferred Stock, will reduce the
     funds of USX legally available for payment of dividends on all classes of
     USX common stock.  Accordingly, the USX consolidated financial information
     should be read in connection with the Delhi Group financial information.


<PAGE> 51

                         DELHI GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)
                                        
                                        
 3.  The method of calculating net income per share for the Delhi Stock,
     Marathon Stock, and Steel Stock reflects the Board's intent that the
     separately reported earnings and surplus of the Delhi Group, the Marathon
     Group and the U. S. Steel Group, as determined consistent with the USX
     Certificate of Incorporation, are available for payment of dividends to the
     respective classes of stock, although legally available funds and
     liquidation preferences of these classes of stock do not necessarily
     correspond with these amounts.

     Net income per share is calculated by adjusting net income for dividend
     requirements of preferred stock and income applicable to the Retained
     Interest and is based on the weighted average number of common shares
     outstanding plus common stock equivalents, provided they are not
     antidilutive.  Common stock equivalents result from assumed exercise of
     stock options and surrender of stock appreciation rights associated with
     stock options, where applicable.

     Fully diluted net income per share assumes exercise of stock options and
     surrender of stock appreciation rights, provided, in each case, the effect
     is not antidilutive.

 4.  Inventories are carried at lower of average cost or market.

<TABLE>
                                                         (In millions)
                                                     ----------------------
<CAPTION>
                                                     March 31   December 31
                                                       1994         1993
                                                     -------    -----------
    <S>                                                 <C>          <C>
    Natural gas in storage                              $5.9         $6.8
    NGLs in storage                                       .6           .4
    Materials and supplies                               1.2          2.4
                                                        ----         ----
      Total                                             $7.7         $9.6
                                                        ====         ====
</TABLE>

 5.  Other income in the first quarter of 1993 included a gain of $1.6 million
     from the sale of a 25% interest in a natural gas transmission partnership.
     The tax provision for estimated U.S. income taxes in the first quarter of
     1993 included an unfavorable tax effect associated with the sale of the
     partnership interest, which resulted in a $1.2 million net loss on the
     transaction.

 6.  The financial statement provision for estimated income taxes and related
     tax payments or refunds have been reflected in the Delhi Group, the
     Marathon Group and the U. S. Steel Group financial statements in accordance
     with USX's tax allocation policy for such groups.  In general, such policy
     provides that the consolidated tax provision and related tax payments or
     refunds are allocated among the Delhi Group, the Marathon Group and the U.
     S. Steel Group for group financial statement purposes, based principally
     upon the financial income, taxable income, credits, preferences and other
     amounts directly related to the respective groups.

     The provision for estimated U.S. income taxes for the Delhi Group is based
     on tax rates and amounts which recognize management's best estimate of
     current and deferred tax assets and liabilities.  Differences between the
     combined


<PAGE> 52

                         DELHI GROUP OF USX CORPORATION
               SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
               --------------------------------------------------
                                   (Unaudited)
                                        

 6.  (Continued)

     interim tax provisions of the Delhi, the Marathon and the U. S. Steel
     Groups and USX consolidated are allocated to each group based on the
     relationship of the individual group provisions to the combined interim
     provisions.

 7.  In the first quarter of 1994, USX Capital LLC, a wholly owned subsidiary of
     USX, sold $250 million of 8-3/4% Cumulative Monthly Income Preferred Shares
     (MIPS).  In accordance with the USX policy of managing most financial
     activities on a centralized, consolidated basis, the proceeds from issuance
     of the MIPS and the related financial costs (which are included in interest
     and other financial costs) are attributed to all three groups in proportion
     to their respective participation in USX centrally managed financing
     activities.

 8.  Certain of the Delhi Group accounts receivable are sold in combination with
     the Marathon Group accounts receivable under a limited recourse agreement.
     Payments are collected from the sold accounts receivable; the collections
     are reinvested in new accounts receivable for the buyers; and a yield,
     based on short-term market rates, is transferred to the buyers.  At March
     31, 1994, the balance of the Delhi Group's sold accounts receivable that
     had not been collected was $86.4 million.  In the event of a change in
     control of USX, as defined in the agreement, the Delhi Group may be
     required to forward payments collected on sold Delhi Group accounts
     receivable to the buyers.

 9.  USX is the subject of, or a party to, a number of pending or threatened
     legal actions, contingencies and commitments relating to the Delhi Group
     involving a variety of matters, including laws and regulations relating to
     the environment.  Certain of these matters are discussed below.  The
     ultimate resolution of these contingencies could, individually or in the
     aggregate, be material to the Delhi Group financial statements.  However,
     management believes that USX will remain a viable and competitive
     enterprise even though it is possible that these contingencies could be
     resolved unfavorably to the Delhi Group.  See discussion of Liquidity and
     Capital Resources in USX Consolidated Management's Discussion and Analysis
     of Financial Condition and Results of Operations.

     The Delhi Group is subject to federal, state and local laws and regulations
     relating to the environment.  These laws generally provide for control of
     pollutants released into the environment and require responsible parties to
     undertake remediation of hazardous waste disposal sites.  Penalties may be
     imposed for noncompliance.  Expenditures for remediation and penalties have
     not been material.

     For a number of years, the Delhi Group has made capital expenditures to
     bring existing facilities into compliance with various laws relating to the
     environment.  In 1993 and 1992, such capital expenditures totaled
     approximately $4.5 million and $3.0 million, respectively.  The Delhi Group
     anticipates making additional such expenditures in the future; however, the
     exact amounts and timing of such expenditures are uncertain because of the
     continuing evolution of specific regulatory requirements.

<PAGE> 53

                         DELHI GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     The Delhi Group includes Delhi Gas Pipeline Corporation ("DGP"), a wholly
owned subsidiary of USX, and certain related companies which are engaged in the
purchasing, gathering, processing, transporting and marketing of natural gas.
The following discussion should be read in conjunction with the first quarter
1994 USX consolidated financial information and the Delhi Group financial
statements and selected notes.

Results of Operations
- - ---------------------
     The Delhi Group had net income of $0.4 million, or $.03 per share, in the
first quarter of 1994, compared with $8.7 million, or $.62 per share, in the
first quarter of 1993.

     Sales totaled $154.4 million in the first quarter of 1994, up $23.4 million
from the first quarter of 1993 mainly due to increased natural gas sales
throughput and higher natural gas prices, partially offset by a decline in
natural gas liquids ("NGLs") prices and volumes.

     First quarter operating income was $2.5 million in 1994 compared with
$17.1 million in 1993.  First quarter 1994 operating income included a
$1.6 million favorable pretax effect of the settlement of litigation related to
a prior-year take-or-pay claim for less than the amount previously accrued.
First quarter 1993 operating income included a $1.8 million favorable effect of
the reversal of a prior-period accrual related to a natural gas contract
settlement.  Excluding the effects of these items, operating income decreased by
$14.4 million due primarily to a decline in premiums from natural gas sales;
deteriorating gas processing economics evidenced by lower average NGLs sales
prices, which trended downward with crude oil prices, and higher average plant
feedstock (natural gas) costs; and lower transportation throughput and rates.
These factors were partially offset by a 22% increase in natural gas sales
throughput volumes, mainly reflecting increased short-term interruptible
("spot") market sales and new FERC Order No. 636 sales.

     The Delhi Group attempts to sell all of the natural gas available on its
systems each month.  Natural gas volumes not sold in its premium market are
typically sold in the spot market, generally at lower average unit margins than
those realized from premium sales.  First quarter 1994 gas sales margins
declined from the first quarter of 1993 as warmer weather in the Delhi Group's
primary marketing areas of Texas and Oklahoma reduced demand for premium
services and led to increased spot market sales.  In addition, first quarter
1994 gas sales margins from  Southwestern Electric Power Company ("SWEPCO")
declined by $2.9 million, reflecting the terms of a new natural gas purchase
agreement providing for market sensitive prices beginning in February 1994.  On
January 26, 1994, DGP and SWEPCO resolved litigation related to a 15-year
natural gas purchase contract which was due to expire in April 1995.  Sales
under the original contract were at prices substantially above spot market
prices and, as a result, this contract accounted for more than 10% of the Delhi
Group's total gross margin in each of the years 1991 through 1993.
Concurrently, the Delhi Group executed a new four-year agreement enabling the
Delhi Group to supply increased volumes of gas to two SWEPCO power plants in
East Texas at market sensitive prices and premiums commensurate with the level
of service provided.  The agreement provides for swing service and does not
require any minimum gas purchase volumes.  The Delhi Group's operating income
and

<PAGE> 54

                         DELHI GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

cash flow will be adversely affected by the amount of potential premiums lost
under the original contract for the period February 1, 1994, through April 1,
1995.  Second quarter 1994 margins from SWEPCO are expected to decline by
approximately $4 million from the second quarter of 1993.

     First quarter 1994 transportation throughput declined by 20% from the first
quarter of 1993 primarily due to increased competition and natural production
declines on third-party wells.

     The Delhi Group monitors the economics of removing NGLs from the gas stream
for processing on an ongoing basis to determine the appropriate level of each
gas plant's operation.  Due to unfavorable economics in late 1993 and early
1994, the Delhi Group chose not to fully process some gas, resulting in a 22%
decline in first quarter 1994 NGLs sales volumes from the 1993 first quarter.

     Other income in the first quarter of 1993 included a $1.6 million pretax
gain on the sale of the Delhi Group's interest in a natural gas transmission
partnership.

     The provision for estimated U.S. income taxes is based on tax rates and
amounts which recognize management's best estimate of current and deferred tax
assets and liabilities.  The income tax provision for the first quarter of 1993
included a $2.8 million unfavorable effect associated with the previously
mentioned sale of the Delhi Group's interest in a natural gas transmission
partnership, which resulted in a $1.2 million unfavorable first quarter effect
from the transaction.

     The Delhi Group's operating results are affected by fluctuations in natural
gas prices and demand levels in the markets that it serves.  The Delhi Group
anticipates that gas processing margins will continue to be depressed in the
second quarter of 1994 as compared with the second quarter of 1993, despite
recent crude oil price increases.  The level of gas sales margins is primarily a
function of the demand for premium services and the volatility of natural gas
prices in the spot market, and is difficult to accurately project.  However, as
mentioned above, second quarter 1994 gas sales margins from one customer,
SWEPCO, will be lower than the prior-year second quarter as a result of the
terms of the new natural gas purchase agreement.

     The Delhi Group can also be affected by changes in the regulatory
environment governing its businesses and the businesses of its competitors.  In
April 1992, the Federal Energy Regulatory Commission issued Order No. 636 ("the
Order") which makes
significant changes to the structure of the services provided by interstate
natural gas pipelines.  The changes are intended to ensure that interstate
pipeline companies provide transportation service that is equal in quality for
all gas supplies, whether the customer purchases the gas from the pipeline or
from another supplier.  The Delhi Group is primarily an intrastate gas gatherer
(as opposed to an interstate pipeline company) and does not face significant
transition costs as a result of the Order.  The Delhi Group has added new winter
month off-system sales to three customers as a result of the Order and believes
that the Order will provide additional opportunities to offer its merchant gas
services to existing customers of
interstate pipelines who are seeking an alternative gas supply source.  However,
as the Order is implemented, additional Delhi Group gas sales resulting from the
Order will be subject to negotiation with the individual customers.  The Delhi
Group cannot accurately determine the financial effect of such opportunities on
future operating results.

<PAGE> 55

                         DELHI GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Cash Flows
- - ----------
     Net cash provided from operating activities was $23.9 million in the first
quarter of 1994, up $12.1 million from the first quarter of 1993, primarily due
to the timing of income tax payments (including settlements with other groups)
which totaled $0.3 million in the first quarter of 1994 compared with $9.0
million in the first quarter of 1993.  The $12.1 million improvement also
reflected an increase in cash realized from the sale of receivables, and the
collection of receivables relating to a natural gas contract dispute with SWEPCO
which was settled in 1994.  These factors were partially offset by the decline
in income.

     Cash provided from the disposal of assets was $0.7 million in the first
quarter of 1994, a decline of $1.8 million from the same period in 1993,
primarily reflecting proceeds of $1.9 million from the sale of the Delhi Group's
interest in a natural gas transmission partnership in the first quarter of 1993.

     Financial obligations decreased by $21.8 million in the first quarter of
1994, primarily reflecting the Delhi Group's net cash provided from operating
activities, partially offset by net cash used in investing activities.
Financial obligations consist of the Delhi Group's portion of USX debt and
preferred stock of a consolidated subsidiary attributed to all three groups.

     For discussion of USX's liquidity and capital resources, see USX
Consolidated Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Capital Expenditures
- - --------------------
     Delhi Group capital expenditures for property, plant and equipment were
$4.9 million in the first quarter of 1994, compared with $4.5 million in the
first quarter of 1993.

     Capital expenditures for the year 1994 are expected to exceed the
$42.6 million expended in 1993, reflecting continued expenditures to connect
dedicated gas reserves by the expansion or acquisition of gas gathering,
processing and transmission assets, including those made available as a result
of current industry conditions and regulatory initiatives.

Environmental Matters, Contingencies and Commitments
- - ----------------------------------------------------
     The Delhi Group has incurred and will continue to incur capital and
operating and maintenance expenditures as a result of environmental laws and
regulations.  To the extent these expenditures, as with all costs, are not
ultimately reflected in the prices of the Delhi Group's products and services,
operating results will be adversely affected.  The Delhi Group believes that
substantially all of its  competitors are subject to similar environmental laws
and regulations.  However, the
specific impact on each competitor may vary depending on a number of factors,
including the age and location of their operating facilities and their
production processes.

<PAGE> 56

                         DELHI GROUP OF USX CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

     USX is the subject of, or a party to, a number of pending or threatened
legal actions, contingencies and commitments relating to the Delhi Group
involving a variety of matters, including laws and regulations relating to the
environment.  The ultimate resolution of these contingencies could, individually
or in the aggregate, be material to the Delhi Group financial statements.
However, management believes that USX will remain a viable and competitive
enterprise even though it is possible that these contingencies could be resolved
unfavorably to the Delhi Group.  See discussion of Liquidity and Capital
Resources in USX Consolidated Management's Discussion and Analysis of Financial
Condition and Results of Operations.


<PAGE> 57

<TABLE>
                         DELHI GROUP OF USX CORPORATION
                             SUPPLEMENTAL STATISTICS
                         ------------------------------
                                ($'s in Millions)
<CAPTION>

                                                         First Quarter
                                                         Ended March 31
                                                         --------------
                                                       1994         1993
                                                       ----         ----

<S>                                                   <C>           <C>
SALES                                                 $154.4        $131.0

GROSS MARGIN

  Gas Sales Margin                                     $24.8         $31.4
  Transportation Margin                                  2.6           3.8
                                                      ------        ------
Systems Margin                                         $27.4         $35.2
  Gas Processing Margin                                    -           7.4
                                                      ------        ------
Total Gross Margin                                     $27.4         $42.6

OPERATING INCOME                                        $2.5         $17.1

CAPITAL EXPENDITURES                                    $4.9          $4.5


OPERATING STATISTICS

Natural Gas Throughput (a)
    Natural Gas Sales                                  681.3         559.4
    Transportation                                     244.7         304.8
                                                      ------        ------
  Systems Throughput                                   926.0         864.2
    Partnerships - equity share                         20.2          19.1
                                                      ------        ------
Total Throughput                                       946.2         883.3

Natural Gas Liquids Sales (b)                          627.4         808.8


- - ------------
<FN>
  (a) Millions of cubic feet per day
  (b) Thousands of gallons per day
</TABLE>


<PAGE> 58


P
art II - Other Information:
- - ----------------------------


Item 1.  LEGAL PROCEEDINGS

 1.  USX-MARATHON GROUP

     Texas City Refinery Litigation

     On April 7, 1994, the District Court of Harris County, Texas found CBI Na-
     Con, Inc., liable to Marathon Oil Company for gross negligence and assessed
     actual and punitive damages in the amount of $31.5 million in connection
     with the release of hydrofluoric acid at Marathon's Texas City refinery in
     1987.

 2.  USX-U. S. STEEL GROUP

     Pickering Litigation

     In the first quarter of 1994, USX entered into settlement agreements with
     208 plaintiffs providing for releases of liability against USX and the
     aggregate payment by USX of $1,040,000.  A joint motion to dismiss these
     plaintiffs from the case with prejudice is in the process of being
     prepared.

     Fairfield Agreement Litigation

     On April 5, 1994, the U.S. Court of Appeals for the 11th Circuit reversed a
     summary judgment entered in favor of USX in a civil action (Cox v. USX).
     USX intends to seek further appellate review of this decision.  The
     plaintiffs' complaint asserted five causes of action arising out of conduct
     relating to the negotiation of a local labor agreement in 1983 at the
     Fairfield Works in Fairfield, Alabama.  The causes of action include claims
     asserted under the Racketeer Influenced and Corrupt Organization Act and
     Employee Retirement Income Security Act based on allegations that union
     negotiators had agreed to concessions in the agreement in exchange for
     pension payments to which they were not entitled.

     In a second action related to the Fairfield labor agreement, the Court of
     Appeals for the 11th Circuit on May 10, 1994, affirmed the criminal
     convictions of USX and two union officials.  USX plans to appeal the
     decision.

 3.  USX-DELHI GROUP

     Enserch Litigation

     On March 25, 1994, a settlement agreement was executed between Enserch
     Exploration, Inc., EP Operating Company, EP Operating Limited Partnership
     (collectively "Enserch") and Delhi, resolving litigation which began in
     1990 related to a take-or-pay claim.  Concurrent with the execution of the
     settlement agreement, which provided for an immaterial payment by Delhi, a
     new five-year gas purchase agreement with Enserch was entered into at
     market-sensitive prices.


<PAGE> 59

Part II - Other Information (Continued):
- - ---------------------------


Item 5.  OTHER INFORMATION
                                        
      SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF MARATHON OIL COMPANY
                               Supplementary Data
      ---------------------------------------------------------------------
                                   (Unaudited)



The following summarized consolidated financial information of Marathon Oil
Company, a wholly owned subsidiary of USX, is included in this Form 10-Q in
satisfaction of the reporting obligation of Marathon which has debt securities
registered under the Securities Exchange Act.  All such securities are
guaranteed by USX.


<TABLE>
<CAPTION>
                                                         (In millions)
                                                     ---------------------
                                                       Three Months Ended
                                                            March 31
                                                       1994        1993*
                                                       ----         ----
<S>                                                   <C>           <C>
Income Data:
Net sales                                             $2,730        $2,926
Operating income                                         232           107
Total income (loss) before cumulative effect of
  changes in accounting principles                       105            (7)
Net income (loss)                                        105           (30)

<FN>
*Restated as a result of the adoption of two new accounting standards.
</TABLE>


<TABLE>
<CAPTION>
                                                         (In millions)
                                                  ---------------------------
                                                     March 31   December 31
                                                       1994         1993
                                                    ---------   -----------
<S>                                                  <C>           <C>
Balance Sheet Data:
Assets:
Current assets                                        $1,860        $1,985
Noncurrent assets                                      8,928         9,015
                                                     -------       -------
Total assets                                         $10,788       $11,000
                                                     =======       =======

Liabilities and Stockholder's Equity:
Current liabilities                                   $1,408        $1,580
Noncurrent liabilities                                 8,167         8,312
Stockholder's equity                                   1,213         1,108
                                                     -------       -------

Total liabilities and stockholder's equity           $10,788       $11,000
</TABLE>

                                                     =======       =======

<PAGE> 60

Part II - Other Information (Continued):
- - ----------------------------------------


   Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

   (a) EXHIBITS

          12.1 Computation of Ratio of Earnings to Combined Fixed Charges and
               Preferred Stock Dividends.

          12.2 Computation of Ratio of Earnings to Fixed Charges.

   (b) REPORTS ON FORM 8-K

          (1)Form 8-K dated January 21, 1994 reporting under Item 5, Other
               Events, preliminary unaudited financial information for
               the year ended December 31, 1993.

          (2)Form 8-K dated January 24, 1994 reporting under Item 5, Other
               Events, (1) the Supreme Court decision in the Bessemer & Lake
               Erie case; (2) the settlement of litigation between the Delhi
               Group and the Southwestern Electric Power Company; (3) the
               signing of a
               new labor agreement with the United Steelworkers of America; and
               (4) the execution of an underwriting agreement relating to the
               sale of 5,000,000 shares of USX-U. S. Steel Group Common Stock.

          (3)Form 8-K dated February 2, 1994 reporting under Item 5, Other
               Events, the execution of an underwriting agreement relating to
               the sale of $300 million of 7.20% Notes due 2004.

          (4)Form 8-K dated February 14, 1994 reporting under Item 5, Other
               Events, the audited financial statements for the year ended
               December 31, 1993.

          (5)Form 8-K dated February 24, 1994 reporting under Item 5, Other
               Events, the execution of an underwriting agreement relating to
               the sale of 10,000,000 shares of 8-3/4% Monthly Income
               Preferred Shares of USX Capital LLC.


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned chief accounting officer thereunto duly authorized.




      USX CORPORATION



By /s/ Lewis B. Jones
   ------------------
        Lewis B. Jones
       Vice President &
         Comptroller


May 12, 1994






                                                                    Exhibit 12.1

<TABLE>
                                        
                                 USX CORPORATION
           COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                          AND PREFERRED STOCK DIVIDENDS
                      TOTAL ENTERPRISE BASIS - (Unaudited)
           ----------------------------------------------------------
                              (Dollars in Millions)
<CAPTION>
                                        
                               Three Months
                                  Ended           Year Ended December 31
                                 March 31    --------------------------------
                                1994  1993*   1993   1992    1991   1990   1989
                                ----  -----   ----   ----    ----   ----   ----
<S>                             <C>    <C>    <C>    <C>    <C>   <C>    <C>
Portion of rentals
  representing interest          $21    $22    $84    $87     $91    $88    $79
Capitalized interest              24     24    105     78      63     50     42
Pretax earnings which would
  be required to cover
  preferred stock dividend
  requirements of parent          12      7     44     14      15     28     93
Other interest and fixed
  charges                         97     94    372    408     474    554    761
                                ----   ----   ----   ----    ----   ----   ----
Combined fixed charges
  and preferred stock
  dividends (A)                 $154   $147   $605   $587    $643   $720   $975
                                ====   ====   ====   ====    ====   ====   ====
Earnings-pretax income (loss)
  with applicable
  adjustments (B)               $261   $226   $280   $376   $(53) $1,935 $2,271
                                ====   ====   ====   ====    ==== ====== ======

Ratio of (B) to (A)             1.69   1.54    (a)    (b)     (c)   2.69   2.33
                                ====   ====   ====   ====    ====   ====   ====
<FN>
*Restated
(a)   Earnings did not cover combined fixed charges and preferred stock
      dividends by $325 million.
(b)   Earnings did not cover combined fixed charges and preferred stock
      dividends by $211 million.
(c)   Earnings did not cover combined fixed charges and preferred stock
      dividends by $696 million.
</TABLE>







                                                                    Exhibit 12.2
                                                                                

<TABLE>
                                                                                
                                 USX CORPORATION
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                      TOTAL ENTERPRISE BASIS - (Unaudited)
                -------------------------------------------------
                              (Dollars in Millions)
<CAPTION>
                                        
                               Three Months
                                  Ended           Year Ended December 31
                                 March 31    --------------------------------
                                1994  1993*   1993   1992    1991   1990   1989
                                ----  -----   ----   ----    ----   ----   ----
<S>                             <C>    <C>    <C>    <C>    <C>   <C>    <C>
Portion of rentals
  representing interest          $21    $22    $84    $87     $91    $88    $79
Capitalized interest              24     24    105     78      63     50     42
Other interest and fixed
  charges                         97     94    372    408     474    554    761
                                ----   ----   ----   ----    ---- ------ ------
Total fixed charges (A)         $142   $140   $561   $573    $628   $692   $882
                                ====   ====   ====   ====    ====   ====   ====
Earnings-pretax income (loss)
  with applicable
  adjustments (B)               $261   $226   $280   $376   $(53) $1,935 $2,271
                                ====   ====   ====   ====    ==== ====== ======
Ratio of (B) to (A)             1.84   1.61    (a)    (b)     (c)   2.80   2.57
                                ====   ====   ====   ====    ====   ====   ====
<FN>
*Restated
(a)   Earnings did not cover fixed charges by $281 million.
(b)   Earnings did not cover fixed charges by $197 million.
(c)   Earnings did not cover fixed charges by $681 million.
</TABLE>